Common use of Forms Generally Clause in Contracts

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Couponsinterest coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any applicable securities exchange exchange, organizational document, governing instrument or to conform to general usagelaw or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponsinterest coupons, if any, as evidenced by their execution of such the Securities and Couponsinterest coupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponsinterest coupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponsinterest coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponsinterest coupons, if any, shall may be printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner (or, if such Securities are listed on any securities exchange, any other manner permitted by the rules of such securities exchange), all as determined by the officers executing such Securities and Couponsinterest coupons, if any, as evidenced by their execution of such Securities and Couponsinterest coupons, if any.

Forms Generally. The As to each series of Securities, (i) the Securities of each such series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution or in one or more Board Resolutions indentures supplemental hereto, and (ii) if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as set forth provided in Section 3.01 and the terms of such Securities provide for the endorsement thereon or attachment thereto of Guarantees by such Guarantor, such Guarantees to be endorsed on or attached to such Securities shall be in substantially such form as shall be established by or pursuant to a Guarantor’s Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing of such establishment) Guarantor or in one or more indentures supplemental hereto, in each the case of (i) or (ii), with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponsor Guarantees, if anyrespectively, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. If the form of any Guarantees by any Guarantor to be endorsed on Securities of any series is established by action taken pursuant to a Guarantor’s Board Resolution of such Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of such Guarantor and delivered to the Trustee at or prior to the delivery of the Guarantor Order contemplated by Section 3.03 for the authentication and delivery of such Securities with such Guarantee endorsed thereon. For purposes hereof, a Guarantee that is endorsed on, or otherwise attached to, a Security shall be deemed “endorsed” on such Security. The definitive Securities and Coupons, if any, any Guarantees endorsed thereon 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 and Couponsor, if anysuch Guarantees by any Guarantor are executed by such Guarantor, by the officers of such Guarantor executing such Guarantees, respectively, as evidenced by their execution of such Securities and Couponsor, if anysuch Guarantees by any Guarantor are executed by such Guarantor, by the officers of such Guarantor executing such Guarantees, respectively. Anything herein to the contrary notwithstanding, there shall be no requirement that any Security have endorsed thereon or attached thereto a Guarantee or a notation of a Guarantee, but such a Guarantee or notation of a Guarantee may be endorsed thereon or attached thereto as contemplated by this Section 2.01.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable law, rule or regulation or with any the rules or regulations pursuant thereto, or with any rules usage of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall may be typeset, printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner or medium, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as and set forth in a such Board Resolution Resolutions, or, to the extent established pursuant to to, rather than set forth in a in, such Board ResolutionResolutions, an Officer’s Officers’ Certificate detailing such establishment) , or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any applicable law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, or, to the extent established pursuant to, rather than set forth in, such Board Resolutions, an Officers’ Certificate detailing such establishment, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Any such Board Resolution, Officers’ Certificate or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution or Officers’ Certificate. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to a Board Resolution or in one or more Board Resolutions (indentures supplemental hereto, and, if the Securities of such series are to be guaranteed by the Guarantees of any Guarantor as set forth provided in Section 3.01 and the terms of such Securities provide for the endorsement thereon or attachment thereto of Guarantees by such Guarantor, such Guarantees to be endorsed on or attached to such Securities shall be in substantially such form as shall be established by or pursuant to a Guarantor’s Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing of such establishment) Guarantor or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponsor Guarantees, if anyrespectively, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities and CouponsFor purposes hereof, if anya Guarantee that is endorsed on, or otherwise attached to, a Security shall be printeddeemed “endorsed” on such Security. Anything herein to the contrary notwithstanding, lithographed there shall be no requirement that any Security have endorsed thereon or engraved on steel engraved borders attached thereto a Guarantee or a notation of a Guarantee, but such a Guarantee or notation of a Guarantee may be produced in any other manner, all endorsed thereon or attached thereto as determined contemplated by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if anythis Section 2.01.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with endorsements placed thereon as the provisions of this Indenture, Company may deem appropriate or as may be required to comply with any law applicable law, rule or regulation or with any the rules or regulations pursuant thereto, or with any rules usage of any securities exchange or to conform to general usageDepository therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution, and, if such Board Resolution together with delegates a particular action to another Person, an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Corporate Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be typeset, printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner or medium, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) or forms as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, subject to the extent established pursuant to rather than Section 303, set forth in, or determined in a Board Resolutionthe manner provided in, an Officer’s Certificate detailing such establishment) 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 by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable tax laws or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers Officer (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) executing such Securities and Coupons, if anySecurities, as evidenced by their his or her execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers Officer (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) executing such Securities and Coupons, if anySecurities, as evidenced by their his or her execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. Unless otherwise provided as contemplated in Section 3.1, Securities will be issued only in registered form without coupons or in the form of one or more global securities. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record (which may be in the form of an Officers’ Certificate) of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. The Securities of each series (and the Coupons, if any, Guaranty to be attached thereto endorsed thereon) shall be substantially in the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend letters, numbers or other marks of identification and such legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements as may be required to comply with any law applicable law, rule or regulation or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistent with the provisions of this Indenture, be determined by the officer or officers executing such Securities and Couponsor Guaranty, if anyas the case may be, as evidenced by their execution of such the Securities and Couponsor Guaranty, as the case may be. If temporary In the case of Securities of any series that are issued as permitted by Section 2.11convertible at the option of Holders into shares of Common Stock, the form thereof also of election to convert shall be substantially in the form set forth in Section 2.17, or in such other form as shall be established by or pursuant to a Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as provided in are required or permitted by this Indenture and may be imprinted or otherwise reproduced on the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securitiesseries. The definitive Securities and Coupons, if any, the Guaranty endorsed thereon shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officer or officers executing such Securities and Couponsor Guaranty, if anyas the case may be, as evidenced by their execution of such Securities and Couponsor Guaranty, if anyas the case may be.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer or the Guarantor and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto issued hereunder shall be substantially in such form and bear such legends (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions of the Issuer (as set forth in a Board Resolution of the Issuer or, to the extent established pursuant to rather than set forth in a Board ResolutionResolution of the Issuer, an Officer’s Officers' Certificate of the Issuer detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers of the Issuer executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such the form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary When the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. If required or appropriate under applicable law, Unregistered Securities must have the following statement on their face: “Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code”. If required or appropriate under applicable law, Unregistered Securities and their coupons must have the following statement on their face: “By accepting this obligation, the Holder represents and warrants that it is not a U.S. Person (other than an exempt recipient described in section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder) and that it is not acting for or on behalf of a U.S. Person (other than an exempt recipient described in section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder).” The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other mannersuch manner or combination of manners, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable law, rule or regulation or with any the rules or regulations pursuant thereto, or with any rules usage of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Corporate Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall may be typeset, printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner or medium, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto Trustee's certificate of authentication shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable tax laws or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageautomated quotation system on which the Securities of such series may be listed or traded or Depositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, of each series shall be typewritten, printed, lithographed or engraved or produced by any combination of these 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 mannermanner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each Each Security in a series and the Coupons, if any, to be attached thereto shall be substantially in such a form (not inconsistent with this Indenture) as shall be established approved by or pursuant to one a Supplemental Indenture hereto or more Board Resolutions (as set forth in a Board Resolution or, to the extent established or by an Officer or Officers pursuant to rather than set forth in authority delegated to that Officer or those Officers pursuant to a Board Resolution. If the form of the Securities of a series is not prescribed by the Supplemental Indenture relating to that series, upon or prior to the delivery to the Trustee for authentication of the first Security to be issued of that series, the Company shall deliver to the Trustee, the Board Resolution by or pursuant to which such form of the Security for that series has been approved, which Board Resolution shall have attached thereto a copy of the form of the Security approved, or a certificate of an Officer’s Certificate detailing such establishment) , attested to by the Secretary or Assistant Secretary of the Company, certifying that an Officer, acting pursuant to delegated authority from the Board of Directors, approved the form of the Securities of that series and attaching a copy of the form of the Security and a true and complete copy of the resolutions of the Board of Directors delegating authority to that Officer to approve the form of Securities. If temporary Securities of any series are issued in one or more indentures supplemental heretoglobal form as permitted by Section 3.04, the form thereof also shall be established as provided in each case with this Section 2.01. All Securities shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary 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 of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series Series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one an Officer Action or more a resolution of the Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) of Directors or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture (the provisions of which shall be appropriate to reflect the terms of each Series of Securities, including the currency or denomination, which may be Dollars, Foreign Currency or ECU) and may have imprinted or otherwise reproduced thereon such legend or legends or endorsementslegends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any. Each Security shall bear a notation of Guarantee in substantially the form set forth in Section 2.02. Notwithstanding the foregoing, the notation of Guarantee to be endorsed on the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record Securities of any series may have such action taken pursuant theretoappropriate insertions, including a copy omissions, substitutions and other corrections from the form thereof referred to above as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the approved form rules of Securities any securities exchange or Couponsas may, if anyconsistently herewith, shall be certified determined by the Secretary or an Assistant Secretary of officers delivering the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated same, in each case as evidenced by Section 2.4 for the authentication and delivery of such Securitiesdelivery. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities Registered Debentures, if any, of each series and the CouponsBearer Debentures, if any, to be attached thereto of each series and related Coupons shall be substantially in such form (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Debentures or Coupons, if any, as evidenced by their execution of such Securities and the Debentures or Coupons. If temporary Securities Debentures of any series are issued in global form as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, Debentures or Coupons of the any series (or any such temporary global Debenture) are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such SecuritiesDebentures (or any such temporary global Debenture) or Coupons. Unless otherwise specified as contemplated by Section 3.1, Debentures in bearer form shall have interest Coupons attached. The definitive Securities Debentures and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Debentures or Coupons, if any, as evidenced by their execution of such Securities and Debentures or Coupons, if any.

Forms Generally. The Securities of each series and the Couponscoupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable law, rule or regulation or with any the rules or regulations pursuant thereto, or with any rules usage of any securities exchange or to conform to general usageDepository therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Corporate Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be typeset, printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner or medium, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. The Securities of each series Bonds issuable hereunder shall be issued in two Classes. The Bonds and the Coupons, if any, to be attached thereto Trustee's certificate of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as the forms set forth in a Board Resolution orthis Article II, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Issuer's judgment be necessary, appropriate or convenient to permit the Bonds to be issued and sold or held in bearer form, to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Bonds or to comply, or facilitate compliance, with other applicable laws or regulations, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange on which the Bonds may be listed, or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyBonds, as evidenced by their execution thereof. While Bonds may contain the above referenced provisions with respect to Bonds issued in bearer form, no Bonds may actually be issued in bearer form until the Issuer and the Trustee shall have entered into an appropriate supplemental indenture pursuant to Section 10.01(7) providing for such issuance. Any portion of such Securities and Coupons. If temporary Securities the text of any series are issued as permitted by Section 2.11, Bond may be set forth on the form reverse thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy reference on the face of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesBond. The definitive Securities and Coupons, if any, Bonds shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders borders, or may be typewritten or photocopied, or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Bonds may be listed, all as determined by the officers executing such Securities and Coupons, if anyBonds, as evidenced by their execution of such Securities and Coupons, if anythereof.

Forms Generally. The Securities of each series and the CouponsTrustee's certificate of authentication and the interest coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any applicable securities exchange exchange, organizational document, governing instrument or to conform to general usagelaw or as may, all as may consistently herewith, be determined by the officers executing such the Securities of that series and Couponsinterest coupons, if any, to be attached thereto, as evidenced by their execution of such the Securities and Couponsinterest coupons, if any. If temporary Securities of any series are issued as permitted by Section 2.11304, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponsinterest coupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponsinterest coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and CouponsAny 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 provided pursuant to Section 301, Bearer Securities, if any, shall have interest coupons attached. The definitive Securities of any series shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities of that series may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto Trustee's certificates of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as and set forth in a such Board Resolution Resolutions, or, to the extent established pursuant to to, rather than set forth in a in, such Board ResolutionResolutions, an Officer’s Officers' Certificate detailing such establishment) , or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend letters, numbers or other marks of identification and such legends or endorsementsendorsements placed thereon, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsexecution. If temporary the form or forms of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution of the Company, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities 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 mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and Guarantees and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities Securities, Guarantees and Coupons, if any, as evidenced by their execution of such Securities the Securities, Guarantees and Coupons, if any. If temporary Securities of any series are issued in global form as permitted by Section 2.113.04, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities Securities, Guarantees and Coupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities Securities, Guarantees or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities To the extent applicable, NAI, the Guarantor and Couponsthe Trustee, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution and delivery of this Indenture, expressly agree to such Securities terms and Coupons, if anyprovisions and to be bound thereby.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities Registered Securities, if any, of each series and the CouponsBearer Securities, if any, to be attached of each series and related coupons appertaining thereto shall be in substantially in such form or forms (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor coupons appertaining thereto, as evidenced by their execution of such the Securities and Couponsor coupons appertaining thereto. If temporary Securities of any series are issued in global form as permitted by Section 2.11304, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a A copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of establishing the approved form or forms of Securities or Coupons, if any, coupons appertaining thereto of any series (or any such temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons appertaining thereto. Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have interest coupons appertaining thereto attached. The definitive Securities and Couponscoupons appertaining thereto, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anyor coupons appertaining thereto, as evidenced by their execution of such Securities and Coupons, if anythereof.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more a Board Resolutions (Resolution and as set forth in a such Board Resolution (including such terms as set forth in any form of Securities for each series approved by such Board Resolution), or, to the extent established pursuant to to, rather than set forth in in, a Board Resolution, in an Officer’s Officers’ Certificate detailing such establishment) establishment (including any exhibit attached thereto), or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any applicable law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, or, to the extent established pursuant to, rather than set forth in, such Board Resolution, an Officers’ Certificate detailing such establishment, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Any such Board Resolution, Officers’ Certificate or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution or Officers’ Certificate. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities Registered Securities, if any, of each series and the CouponsBearer Securities, if any, to be attached thereto of each series and related coupons shall be in substantially in such the form (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to of the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) 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 by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant theretolaw, or with any the rules of any securities exchange or to conform to general usage, all as may may, consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor coupons, as evidenced by their execution of such the Securities and Couponsor coupons. If temporary Securities of any series are issued in global form as permitted by Section 2.11SECTION 3.04, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a A copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form Company establishing the forms of Securities or Coupons, if any, coupons of any series (or any such temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 SECTION 3.03 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. Unless otherwise specified as contemplated by SECTION 3.01, Securities in bearer form shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if anyor coupons.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more a resolution of the Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) of Directors or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsementslegends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a resolution of the Board Resolutionof Directors, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a resolution of the Board of Directors 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. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto related Guarantees shall be in substantially the forms set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution oror Officers’ Certificate of the Company or the Guarantor, to the extent established pursuant to rather than set forth in a Board Resolutionas applicable, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor Guarantees, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are or related Guarantees is established by, or by action taken pursuant to, a Board ResolutionResolution or Officers’ Certificate, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company or the Guarantor, as the case may be, and delivered to the Trustee at or prior to the delivery of the Issuer Company Order or the Guarantor Order, as the case may be, contemplated by Section 2.4 ‎Section 3.03 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, the definitive Guarantees shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Couponsor Guarantees, if anyas the case may be, as evidenced by their execution of such Securities and Coupons, if anyor Guarantees.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons; provided, however, that such legends or endorsements shall not affect the rights, duties, liabilities or responsibilities of the Trustee. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities Bonds of each series Series and the Coupons, if any, to be attached thereto Trustee's certificate of authentication thereon shall be in substantially in such the form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as forms set forth in a Board Resolution orthe Series Supplement pursuant to which such Bonds are constituted and as may in the Issuer's judgment be necessary, appropriate or convenient to permit the Bonds 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 extent established pursuant Bonds, or to rather than set forth in a Board Resolutioncomply, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental heretofacilitate compliance, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and applicable laws. Each Series of Bonds may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange on which the Bonds may be listed, or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyBonds, as evidenced by their execution thereof. While Bonds may contain the above-referenced provisions with respect to Bonds issued in bearer form, no Bonds may actually be issued in bearer form until the Issuer and the Trustee shall have entered into an appropriate supplemental indenture pursuant to Section 9.1(8) providing for such issuance. Any portion of such Securities and Coupons. If temporary Securities the text of any series are issued as permitted by Section 2.11, Bond may be set forth on the form reverse thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy reference on the face of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesBond. The definitive Securities and Coupons, if any, 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 mannermanner permitted by the rules of any securities exchange on which the Bonds may be listed, all as determined by the officers executing such Securities and Coupons, if anyBonds, as evidenced by their execution thereof. Each Class of such Securities and CouponsBook Entry Bonds shall be evidenced by one or more certificates physically held by the Clearing Agency, if anywhich certificates may be typewritten, printed, lithographed, mimeographed or otherwise produced.

Forms Generally. The Securities Registered Securities, if any, of each series and the CouponsBearer Securities, if any, to be attached thereto of each series and related coupons shall be in substantially in such the form (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to of the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) 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 by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant theretolaw, or with any the rules of any securities exchange or to conform to general usage, all as may may, consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor coupons, as evidenced by their execution of such the Securities and Couponsor coupons. If temporary Securities of any series are issued in global form as permitted by Section 2.11SECTION 3.04, the form thereof also shall be established as provided in the preceding 13 sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a A copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form Company establishing the forms of Securities or Coupons, if any, coupons of any series (or any such temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 SECTION 3.03 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. Unless otherwise specified as contemplated by SECTION 3.01, Securities in bearer form shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if anyor coupons.

Forms Generally. The Securities Registered Securities, if any, of each series and the CouponsBearer Securities, if any, to be attached thereto of each series and related coupons shall be in substantially in such the form (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant theretolaw, or with any the rules of any securities exchange or to conform to general usage, all as may may, consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor coupons, as evidenced by their execution of such the Securities and Couponsor coupons. If temporary INDENTURE -12- 19 Securities of any series are issued in global form as permitted by Section 2.11304, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a A copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of establishing the approved form forms of Securities or Coupons, if any, coupons of any series (or any such temporary global Security) shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anyor coupons. SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form: "This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. -------------------------------- as Trustee By: --------------------------- Authorized Signatory."

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto Trustee's certificates of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as and set forth in a such Board Resolution Resolutions, or, to the extent established pursuant to to, rather than set forth in a in, such Board ResolutionResolutions, an Officer’s Officers' Certificate detailing such establishment) , or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend letters, numbers or other marks of identification and such legends or endorsementsendorsements placed thereon, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers Officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsexecution. If temporary the form or forms of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution of the Company, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities 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 mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series Initial Notes shall be known as the "9-1/2% Senior Subordinated Notes due 2009" and the Coupons, if any, to be attached thereto Exchange Notes shall be substantially known as the "9-1/2% Series B Senior Notes due 2009", in such form (not inconsistent with this Indenture) as each case, of the Company. The Notes and the Trustee's certificate of authentication shall be established by or pursuant to one or more Board Resolutions (as in substantially the forms set forth in a Board Resolution orthis Article, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyNotes, as evidenced by their execution of such Securities and Couponsthe Notes. If temporary Securities Any portion of the text of any series are issued as permitted by Section 2.11Note may be set forth on the reverse thereof, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy reference thereto on the face of the approved form of Securities or Coupons, if any, Note. Each Note shall be certified by dated the Secretary or an Assistant Secretary date of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securitiesits authentication. The definitive Securities and Coupons, if any, Notes shall be printed, lithographed or engraved on steel steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities and Coupons, if anyNotes, as evidenced by their execution of such Notes. Initial Notes offered and sold in reliance on Rule 144A to QIBs or on another exemption under the Securities Act to institutional "Accredited Investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act) ("IAIs") will be issued on the Issuance Date in the form of two permanent global Notes (with separate CUSIP numbers) substantially in the form set forth in Sections 204 and Coupons205 (each a "U.S. Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. One U.S. Global Note (which 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) will represent Initial Notes sold to QIB's, and the other will represent Initial Notes sold to IAIs. The aggregate principal amount of each U.S. 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. Transfers of Initial Notes from QIBs to IAIs, and from IAIs to QIBs, will be represented by appropriate increases and decreases to the respective amounts of the appropriate U.S. Global Notes, as more fully provided in Section 307. Initial Notes offered and sold in reliance on Regulation S, if any, shall be issued initially in the form of temporary certificated Notes in registered form substantially in the form set forth in Sections 204 and 205 (the "Temporary Offshore Physical Notes"). The Temporary Offshore Physical Notes will be registered in the name of, and held by, a temporary certificate holder designated by Chase Securities Inc. until the later of the completion of the distribution of the Initial Notes and the termination of the "restricted period" (as defined in Regulation S) with respect to the offer and sale of the Initial Notes (the "Offshore Notes Exchange Date"). The Company shall promptly notify the Trustee in writing of the occurrence of the Offshore Notes Exchange Date and, at any time following the Offshore Notes Exchange Date, upon receipt by the Trustee and the Company of a certificate substantially in the form set forth in Section 203, the Company shall execute, and the Trustee shall authenticate and deliver, one or more permanent certificated Notes in registered form substantially in the form set forth in Sections 204 and 205 (the "Permanent Offshore Physical Notes") in exchange for the Temporary Offshore Physical Notes of like tenor and amount. Initial Notes offered and sold other than as described in the preceding two paragraphs, if any, shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Sections 204 and 205 (the "U.S. Physical Notes"). The Temporary Offshore Physical Notes, Permanent Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes".

Forms Generally. The Securities of each series and the Couponsand, if anyapplicable, the Subsidiary Guarantees to be attached thereto endorsed thereon, shall be in fully registered form and in substantially in such form or forms (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor Subsidiary Guarantees, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary Securities of any series are issued in global form as permitted by Section 2.11304, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a A copy of the Board Resolution together with an appropriate record establishing the form or forms of Securities of any series (or any such action taken pursuant theretotemporary global Security), including a copy of the approved form of Securities or Coupons, if anySecurities, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security). The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. The Trustee’s certificate of such authentication shall be in substantially the following form: “This is one of the Securities and Couponsof the series designated therein referred to in the within-mentioned Indenture. [ ], if any.[ ], AS TRUSTEE By AUTHORIZED SIGNATORY”. ARTICLE THREE THE SECURITIES

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto Trustee's certificates of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as and set forth in a such Board Resolution Resolutions, or, to the extent established pursuant to to, rather than set forth in a in, such Board ResolutionResolutions, an Officer’s Officers' Certificate detailing such establishment) , or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend letters, numbers or other marks of identification and such legends or endorsementsendorsements placed thereon, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsexecution. If temporary the form or forms of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution of the Company, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or, if applicable, may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto issued hereunder shall be substantially in such form and bear such legends (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions of the Issuer (as set forth in a Board Resolution of the Issuer or, to the extent established pursuant to rather than set forth in a Board ResolutionResolution of the Issuer, an Officer’s Officers' Certificate of the Issuer detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any. If temporary Securities of any series the Issuer are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Debt Securities of each series and the Coupons, if any, to be attached thereto of each series shall be in substantially in such the form (not inconsistent with this Indenture) as shall be established without the approval of any Holder by or pursuant to one or more a resolution of the Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) of Directors or in one or more indentures Indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, Indenture or as may be required or appropriate to comply with any law or with any rules or regulations made pursuant thereto, thereto or with any rules of any securities exchange on which such series of Debt Securities may be listed, or to conform to general usage, all or as may may, consistently herewith, be determined by the officers executing such Debt Securities and Coupons, if any, as evidenced by their execution of such the Debt Securities and Coupons. If temporary The definitive Debt Securities of any each series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Debt Securities and Coupons, if any, as evidenced by their execution of such Debt Securities and Coupons. Each Bearer Security and each Coupon shall bear a legend substantially to the following effect: "Any United States Person who holds this obligation will be subject to limitations under the United States income tax laws, if anyincluding the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code."

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by a the Secretary or an Assistant Secretary or other authorized officer or person of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The Guarantees to be endorsed on the Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution of a Guarantor or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution of the Securities. If the form of the guarantees to be endorsed on the Securities of any series is established by action taken pursuant to a Board Resolution of a Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary, or officer or person serving in a similar capacity, of the applicable Guarantor and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Couponsand, if anyapplicable, the Subsidiary Guarantees to be attached thereto endorsed thereon, shall be in fully registered form and in substantially in such form or forms (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor Subsidiary Guarantees, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary Securities of any series are issued in global form as permitted by Section 2.11304, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a A copy of the Board Resolution together with an appropriate record establishing the form or forms of Securities of any series (or any such action taken pursuant theretotemporary global Security), including a copy of the approved form of Securities or Coupons, if anySecurities, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security). The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution thereof. SECTION 202. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. The Trustee’s certificate of such authentication shall be in substantially the following form: “This is one of the Securities and Couponsof the series designated therein referred to in the within- mentioned Indenture. [ ], if anyAS TRUSTEE By AUTHORIZED SIGNATORY.” ARTICLE THREE THE SECURITIES

Forms Generally. The Securities of each series and the CouponsTrustee’s certificate of authentication and the interest coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any applicable securities exchange exchange, organizational document, governing instrument or to conform to general usagelaw or as may, all as may consistently herewith, be determined by the officers executing such the Securities of that series and Couponsinterest coupons, if any, to be attached thereto, as evidenced by their execution of such the Securities and Couponsinterest coupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponsinterest coupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponsinterest coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. The definitive Securities and CouponsAny 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 provided pursuant to Section 3.1, Bearer Securities, if any, shall have interest coupons attached. The definitive Securities of any series shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities of that series may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to (rather than set forth in in) a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and CouponsSecurities. If temporary Each Security shall bear a notation of Guarantee in substantially the form set forth in Section 2.03. Notwithstanding the foregoing, the notation of Guarantee to be endorsed on the Securities of any series are issued as permitted by Section 2.11may have such appropriate insertions, omissions, substitutions and other corrections from the form thereof also shall referred to above as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be established as provided in required to comply with the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record rules of any such action taken pursuant theretosecurities exchange or as may, including a copy of the approved form of Securities or Couponsconsistently herewith, if any, shall be certified determined by the Secretary or an Assistant Secretary of officers delivering the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated same, in each case as evidenced by Section 2.4 for the authentication and delivery of such Securitiesdelivery. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities Registered Securities, if any, of each series and the CouponsBearer Securities, if any, to be attached thereto of each series and related coupons shall be substantially in such form (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usagesecurities depositary or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyor coupons, as evidenced by their execution of such the Securities and Couponsor coupons. If temporary Securities of any series are issued in global form as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, or coupons of the any series (or any such temporary global Security) are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such SecuritiesSecurities (or any such temporary global Security) or coupons. Unless otherwise specified as contemplated by Section 3.1, Securities in bearer form shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anyor coupons, as evidenced by their execution of such Securities and Coupons, if anyor coupons.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary [Secretary] or an [Assistant Secretary Secretary] of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series Each Registered Security, Bearer Security, Coupon and the Coupons, if any, Global Security issued pursuant to be attached thereto this Indenture shall be in substantially in such the form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsementsendorsements placed thereon as may, not inconsistent with the provisions of this Indentureconsistent herewith, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, Security or Coupon as evidenced by their execution of such Securities and CouponsSecurity or Coupon. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be or Coupons is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive If all of the Securities of any series and Coupons established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series. Unless otherwise provided in or pursuant to this Indenture, the Securities shall be issuable in registered form without Coupons. Definitive Securities and Coupons, if any, definitive Coupons shall be printed, lithographed or engraved on steel engraved borders or produced by an combination of these methods or may be produced in any other manner, all as determined by the officers of the Company executing such Securities and or Coupons, if any, as evidenced by their execution of such Securities and or Coupons, if any.

Forms Generally. The Securities of each series Initial Notes shall be known as the "10-5/8% Series C Senior Subordinated Notes due 2007" and the Coupons, if any, to be attached thereto Exchange Notes shall be substantially in such form (not inconsistent with this Indenture) known as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto"10-5/8% Series D Senior Subordinated Notes Due 2007", in each case of the Company. The Initial Notes and the Exchange Notes shall be treated as a single class for all purposes under this Indenture. The Notes and the Trustee's certificates of authentication shall be in substantially the forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyNotes, as evidenced by their execution of such Securities and Couponsthe Notes. If temporary Securities Any portion of the text of any series are issued as permitted by Section 2.11Note may be set forth on the reverse thereof, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy reference thereto on the face of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesNote. The definitive Securities and Coupons, if any, Notes shall be printed, lithographed or engraved on steel steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities and Coupons, if anyNotes, as evidenced by their execution of such Notes; provided, however, that if the Notes are listed on any securities exchange such manner is permitted by the rules of such securities exchange. Initial Notes offered and sold to "QIBs" (Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act ("Rule 144A") may be issued in the form of one or more permanent global Notes ("Global Notes") substantially in the form set forth in Section 203 and Coupons204 (each, a "Restricted Global Note") deposited with the Trustee, as custodian for the Depositary or its nominee (in such capacity, the "Custodian"), and registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted 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. Initial Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued in the form of a single permanent Global Note substantially in the form set forth in Sections 203 and 204 (the "Regulation S Global Note") deposited with the Custodian, and registered in the name of the Depositary or its nominee for the accounts of the Euroclear System ("Euroclear") and Clearstream Bank, SA ("Clearstream"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. On or prior to the end of the "40-day restricted period" within the meaning of Rule 903(c) of Regulation S, beneficial interests in the Regulation S Global Note may only be held through the Restricted Global Note. Any resale or transfer of beneficial interests in the Regulation S Global Note shall be made only pursuant to Rule 144A or Regulation S, after delivery to the Company by the transferor, if anyrequired by the Company, of the opinions, certification or other information described in Section 312. The aggregate principal amount at maturity of the Regulation S Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Initial Notes transferred subsequent to the consummation of the Offering to Institutional Accredited Investors (as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act) which are not QIBs (excluding Non-U.S. Persons, as defined in Rule 902 under the Securities Act) shall be in the form of permanent certificated Notes in substantially the form set forth in Sections 203 and 204 (the "Certificated Notes"); provided, however, that upon transfer of such Certificated Notes to a QIB or in accordance with Regulation S, such Certificated Notes will, unless the relevant Global Note has previously been exchanged, be exchanged for an interest in a Global Note pursuant to the provisions of Section 312.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto Trustee's certificates of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as and set forth in a such Board Resolution Resolutions, or, to the extent established pursuant to to, rather than set forth in a in, such Board ResolutionResolutions, an Officer’s officers' Certificate detailing such establishment) , or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend letters, numbers or other marks of identification and such legends or endorsementsendorsements placed thereon, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers Officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsexecution. If temporary the form or forms of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution of the Company, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Order Company order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities 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 mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Couponsinterest coupons, if any, to be attached thereto and Senior Subordinated Guarantees to be endorsed thereon shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any applicable securities exchange exchange, organizational document, governing instrument or to conform to general usagelaw or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponsinterest coupons, if any, or Senior Subordinated Guarantees to be endorsed thereon, as the case may be, as evidenced by their execution of such the Securities and Couponsinterest coupons, if any, or Senior Subordinated Guarantees to be endorsed thereon, as the case may be. If temporary Securities and Senior Subordinated Guarantees of any series are issued as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponsinterest coupons, if any, and Senior Subordinated Guarantees of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponsinterest coupons, if any, and Senior Subordinated Guarantees shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. The definitive Unless otherwise specified as contemplated by Section 3.1, Bearer Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if anyhave interest coupons attached.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indentureincluding permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a such Board Resolution, an Officer’s Certificate detailing such establishment) , or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers of the Company or any Attorney-in-Fact executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series. The Trustee’s certificates of authentication shall be in substantially the form set forth in this Article. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders printed or may be produced in any other mannermanner (provided that if any Securities are to be listed on any securities exchange, then in such manner as may be permitted by the rules of any such securities exchange), all as determined by the officers of the Company or any Attorney-in-Fact executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and Indenture. The Securities may have imprinted notations, legends or otherwise reproduced thereon endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or legends endorsement is in a form acceptable to the Company) or endorsementsas may, not inconsistent with the provisions of this Indentureconsistently herewith, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of the Securities. The Company shall furnish any such legend not contained in Exhibit A to the Trustee in writing at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The terms and provisions of the Securities set forth in Exhibit A are part of the terms of this Indenture and Couponsto 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. To the extent any provision of any Securities conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are is established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities definitive Notes of each series Series and the Couponsrelated coupons, if any, to be attached thereto shall be in substantially in such the form (not inconsistent with this Indenture) of Exhibit D hereto, except as shall be otherwise established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted reprinted or otherwise reproduced thereon such legend or legends or endorsementslegends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and CouponsNotes or coupons, if any, appertaining thereto, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentenceNotes or coupons. If the forms of Securities and Coupons, if any, Notes or coupons of the series any Series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary General Counsel or an Assistant the Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 2.5. for the authentication and delivery of such SecuritiesNotes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. In this Indenture, Notes that are not in temporary form are referred to as "definitive Notes" and Notes that are in temporary form are referred to as "temporary Notes". The definitive Securities Notes and Coupons, if any, any coupons shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Notes may be listed and subject to the prior approval of the CNV where applicable, all as determined by the officers member of the Board of Directors of the Issuer and member of the Supervisory Committee of the Issuer executing such Securities and Coupons, if anyNotes or coupons, as evidenced by their execution of such Securities Notes or coupons. The Issuer agrees to cause the Notes to comply with Article 7 of the Negotiable Obligations Law. The Notes and Couponscoupons shall be numbered, if anylettered, or otherwise distinguished in such manner or in accordance with such plan as the member of the Board of Directors of the Issuer and member of the Supervisory Committee of the Issuer executing the same may determine with the approval of the Trustee as evidenced by the execution and authentication thereof.

Forms Generally. The Securities Registered Securities, if any, of each series and the CouponsBearer Securities, if any, to be attached thereto of each series and related Coupons shall be substantially in such form (not inconsistent with this Indentureincluding temporary or permanent global form as attached hereto as Exhibit A-1 and Exhibit A-2) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution orCompany Officer’s Certificate, the officers executing such Company Officer’s Certificate to the extent established be duly authorized pursuant to rather than set forth in a Company Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable law, rule regulation or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers of the Company executing such Securities and or Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons. Unless otherwise provided in or pursuant to this Indenture or any Securities, if any, the Securities shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order issuable in registered form without Coupons. Unless otherwise specified as contemplated by Section 2.4 for the authentication and delivery of such Securities301, Bearer Securities other than Bearer Securities in global form shall have interest Coupons attached. The definitive Securities and Coupons, if any, shall be printed, typewritten, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities or Coupons. If Article Fourteen is to be applicable to Securities of any series, established as contemplated by Section 301, then Securities of each such series shall bear Guarantees in substantially the form set forth in Section 1401. For any other series of Securities, the Guarantees shall be endorsed on the Securities and Couponsshall be substantially in the form set forth in a Guarantor’s Officers’ Certificate of each Guarantor, if anythe officers executing such Guarantor’s Officers’ Certificate to be duly authorized pursuant to Guarantors’ Board Resolutions, or one or more indentures supplemental hereto. If the form of the Guarantees to be endorsed on the Securities of any series is established by action taken pursuant to the Guarantors’ Board Resolutions, a copy of such Guarantors’ Board Resolutions certified by the Secretary or Assistant Secretary of each of the Guarantors shall be delivered to the Trustee at or prior to the delivery by the Company of the written order contemplated by Section 303 hereof for the authentication and delivery of such Securities. Notwithstanding the foregoing, the Guarantees to be endorsed on the Securities of any series may have such appropriate insertions, omissions, substitutions and other corrections from the forms thereof referred to above as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law, rule or regulation or with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing the same, in each case as evidenced by such execution.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series. The securities of each series shall bear the Guarantee in substantially the form set forth in Section 208, 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 by this Indenture. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series Initial Notes shall be known as the "10 1/2% Senior Subordinated Notes due 2004" and the Coupons, if any, to be attached thereto Exchange Notes shall be substantially in such form (not inconsistent with this Indenture) known as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto"10 1/2% Series B Senior Subordinated Notes Due 2004", in each case of the Company. The Initial Notes and the Exchange Notes shall be treated as a single class for all purposes under this Indenture. The Notes and the Trustee's certificates of authentication shall be in substantially the forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyNotes, as evidenced by their execution of such Securities and Couponsthe Notes. If temporary Securities Any portion of the text of any series are issued as permitted by Section 2.11Note may be set forth on the reverse thereof, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy reference thereto on the face of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesNote. The definitive Securities and Coupons, if any, Notes shall be printed, lithographed or engraved on steel steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities and Coupons, if anyNotes, as evidenced by their execution of such Notes; PROVIDED, HOWEVER, that if the Notes are listed on any securities exchange such manner is permitted by the rules of such securities exchange. Initial Notes offered and sold to "QIBs" (Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act ("Rule 144A") may be issued in the form of one or more permanent global Notes ("Global Notes") substantially in the form set forth in Section 203 and Coupons204 (each, a "Restricted Global Note") deposited with the Trustee, as custodian for the Depositary or its nominee (in such capacity, the "Custodian"), and registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted 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. Initial Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued in the form of a single permanent Global Note substantially in the form set forth in Sections 203 and 204 (the "Regulation S Global Note") deposited with the Custodian, and registered in the name of the Depositary or its nominee for the accounts of the Euroclear System ("Euroclear") and Cedel Bank, SOCIETE ANONYME ("Cedel"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. On or prior to the end of the "40-day restricted period" within the meaning of Rule 903(c) of Regulation S, beneficial interests in the Regulation S Global Note may only be held through the Restricted Global Note. Any resale or transfer of beneficial interests in the Regulation S Global Note shall be made only pursuant to Rule 144A or Regulation S, after delivery to the Company by the transferor, if anyrequired by the Company, of the opinions, certification or other information described in Section 312. The aggregate principal amount at maturity of the Regulation S Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Initial Notes transferred subsequent to the consummation of the Offering to Institutional Accredited Investors (as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act) which are not QIBs (excluding Non- U.S. Persons, as defined in Rule 902 under the Securities Act) shall be in the form of permanent certificated Notes in substantially the form set forth in Sections 203 and 204 (the "Certificated Notes"); PROVIDED, HOWEVER, that upon transfer of such Certificated Notes to a QIB or in accordance with Regulation S, such Certificated Notes will, unless the relevant Global Note has previously been exchanged, be exchanged for an interest in a Global Note pursuant to the provisions of Section 312.

Forms Generally. The Securities of each series (including the Trustee’s certification of authentication and the Coupons, if any, notation thereon relating to be attached thereto the Guarantees) shall be substantially in such form (not inconsistent with this Indenture) or forms as shall be established by or pursuant to one or more Board Resolutions (as and set forth in a such Board Resolution Resolutions, or, to the extent established pursuant to to, rather than set forth in a in, such Board ResolutionResolutions, an Officer’s Officers’ Certificate detailing such establishment) , or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any applicable law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers of the Corporation executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, or, to the extent established pursuant to, rather than set forth in, such Board Resolutions, an Officers’ Certificate detailing such establishment, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Corporation and delivered to the Trustee at or prior to the delivery of the Issuer Corporation Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Any such Board Resolution, Officers’ Certificate or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution or Officers’ Certificate. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental heretoSection 3.1, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with contrary to the provisions of this Indenture, or as may be required to comply with any law or with any rules or regulations made pursuant thereto, thereto or with any rules of any securities exchange or of any automated quotation system, or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as conclusively evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentenceSecurities. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if anySecurities, shall be certified by the Secretary secretary or an Assistant Secretary assistant secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. The definitive Securities shall be prepared by the Company and Coupons, if any, shall be printed, lithographed or engraved on steel steel-engraved borders borders, or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as conclusively evidenced by their execution of such Securities, subject to the rules of any securities exchange or automated quotation system on which such Securities are listed or quoted and Coupons, if any(with respect to Global Securities) to the rules of the Depositary.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series. The securities of each series shall bear the Guarantee in substantially the form set forth in Section 205, 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 by this Indenture. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series Initial Notes shall be known as the "10 5/8% Senior Subordinated Notes due 2007" and the Coupons, if any, to be attached thereto Exchange Notes shall be substantially in such form (not inconsistent with this Indenture) known as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto"10 5/8% Series B Senior Subordinated Notes Due 2007", in each case of the Company. The Initial Notes and the Exchange Notes shall be treated as a single class for all purposes under this Indenture. The Notes and the Trustee's certificates of authentication shall be in substantially the forms set forth in this Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyNotes, as evidenced by their execution of such Securities and Couponsthe Notes. If temporary Securities Any portion of the text of any series are issued as permitted by Section 2.11Note may be set forth on the reverse thereof, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy reference thereto on the face of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesNote. The definitive Securities and Coupons, if any, Notes shall be printed, lithographed or engraved on steel steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities and Coupons, if anyNotes, as evidenced by their execution of such Notes; PROVIDED, HOWEVER, that if the Notes are listed on any securities exchange such manner is permitted by the rules of such securities exchange. Initial Notes offered and sold to "QIBs" (Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act ("Rule 144A") may be issued in the form of one or more permanent global Notes ("Global Notes") substantially in the form set forth in Section 203 and Coupons204 (each, a "Restricted Global Note") deposited with the Trustee, as custodian for the Depositary or its nominee (in such capacity, the "Custodian"), and registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted 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. Initial Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued in the form of a single permanent Global Note substantially in the form set forth in Sections 203 and 204 (the "Regulation S Global Note") deposited with the Custodian, and registered in the name of the Depositary or its nominee for the accounts of the Euroclear System ("Euroclear") and Cedel Bank, SOCIETE ANONYME ("Cedel"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. On or prior to the end of the "40-day restricted period" within the meaning of Rule 903(c) of Regulation S, beneficial interests in the Regulation S Global Note may only be held through the Restricted Global Note. Any resale or transfer of beneficial interests in the Regulation S Global Note shall be made only pursuant to Rule 144A or Regulation S, after delivery to the Company by the transferor, if anyrequired by the Company, of the opinions, certification or other information described in Section 312. The aggregate principal amount at maturity of the Regulation S Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Initial Notes transferred subsequent to the consummation of the Offering to Institutional Accredited Investors (as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities Act) which are not QIBs (excluding Non- U.S. Persons, as defined in Rule 902 under the Securities Act) shall be in the form of permanent certificated Notes in substantially the form set forth in Sections 203 and 204 (the "Certificated Notes"); PROVIDED, HOWEVER, that upon transfer of such Certificated Notes to a QIB or in accordance with Regulation S, such Certificated Notes will, unless the relevant Global Note has previously been exchanged, be exchanged for an interest in a Global Note pursuant to the provisions of Section 312.

Forms Generally. The Securities of each series and the related Guarantees and the Coupons, if any, of such series to be attached thereto shall each be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as or pursuant to authority granted by one or more Board Resolutions and, subject to Section 3.01, set forth in, or determined in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolutionmanner provided in, an Officer’s Certificate detailing such establishment) Certificate, or established in one or more indentures supplemental hereto, in each case case, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers Officers executing such Securities Securities, Guarantees and Coupons, if any, as evidenced by their execution of such Securities the Securities, Guarantees and Coupons, if any. If temporary Securities of any series are issued in global form as permitted by Section 2.113.04, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities Securities, Guarantees and Coupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities Securities, Guarantees or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. The definitive Securities To the extent applicable, the Company, the Parent Guarantor and Couponsthe Trustee, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution and delivery of this Indenture, expressly agree to such Securities terms and Coupons, if anyprovisions and to be bound thereby.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be the forms established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental heretohereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 301, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and any indenture supplemental hereto, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usagesecurities regulatory authority or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary secretary or an Assistant Secretary assistant secretary of each of the Issuer Company and the Guarantor and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication required by this article shall be in substantially the form set forth below. "This is one of the Securities and Couponsof the series designated therein referred to in the within-mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, if any.as Trustee By ______________________________" Authorized Signatory

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions Consents of the Sole Member (as set forth in a Board Resolution Consent of the Sole Member or, to the extent established pursuant to (rather than set forth in in) a Board ResolutionConsent of the Sole Member, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and CouponsSecurities. If temporary Each Security shall bear a notation of Guarantee in substantially the form set forth in Section 2.03. Notwithstanding the foregoing, the notation of Guarantee to be endorsed on the Securities of any series are issued as permitted by Section 2.11may have such appropriate insertions, omissions, substitutions and other corrections from the form thereof also shall referred to above as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be established as provided in required to comply with the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record rules of any such action taken pursuant theretosecurities exchange or as may, including a copy of the approved form of Securities or Couponsconsistently herewith, if any, shall be certified determined by the Secretary or an Assistant Secretary of officers delivering the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated same, in each case as evidenced by Section 2.4 for the authentication and delivery of such Securitiesdelivery. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such the form (not inconsistent with this Indenture) as shall be established by in or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, an appropriate Officers' Certificate setting forth such form together with a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The Trustee's certificate of authentication shall be in substantially the form set forth in this Article. The definitive Securities 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 mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Couponssecurities, if any, all as evidenced determined by their execution of such Securities. SECTION 202. Form of Trustee's Certificate of Authentication. This is one of the Securities and Coupons, if any.of the series designated herein issued under the within-mentioned Indenture. [NAME OF TRUSTEE] as Trustee By -------------------------------- Authorized Officer

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such the form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more a Board Resolutions (as Resolution and set forth in a Board Resolution or, to the extent an Officers' Certificate or established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in by one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially the form set forth in this Article with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The definitive Securities and Coupons, if any, shall may be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities. SECTION 202. Form of Trustee's Certificate of Authentication. This is one of the Securities of the series designated therein and Couponsissued pursuant to the within-mentioned Indenture. ------------------------------ as Trustee By ---------------------------- Authorized Signatory -13- SECTION 203. Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (13) of Section 301 and the provisions of Section 302, such Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amounts, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. The provisions of the last sentence of Section 303 shall apply to any Securities represented by a Security in global form if anysuch Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with respect to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Global Securities will be issued in registered form and may be issued in either temporary or permanent form.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions of the Issuer (as set forth in a Board Resolution or, and to the extent established pursuant to rather than set forth in a Board ResolutionResolution of the Issuer, in an Officer’s Officers' Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any. Rule 144A Securities shall (i) be issued initially in the form of one or more Registered Global Securities in substantially the form set forth in Exhibit A, (ii) contain the legends set forth in Section 2.13 and (iii) be registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Issuer and the Guarantor and authenticated by the Trustee as provided in this Article. Securities offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall (i) be issued initially in the form of one or more temporary Registered Global Securities in substantially the form set forth in Exhibit A, (ii) contain each of the legends set forth in Section 2.13 and (iii) be registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Issuer and the Guarantor and authenticated by the Trustee as hereinafter provided (a "Temporary Offshore Global Security"). At any time following termination of the Restricted Period, upon receipt by the Trustee and the Issuer of a certificate substantially in the form set forth in Exhibit B hereto, one or more permanent Registered Global Securities substantially in the form of Exhibit A hereto and containing the legend set forth in Section 2.13(c) (a "Permanent Offshore Global Security"), duly executed by the Issuer and the Guarantor and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Security in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Security transferred. Prior to the termination of the Restricted Period and receipt of the certificate referred to above, beneficial interests in a Temporary Offshore Global Security may be held only through Euroclear or Clearstream. The aggregate principal amount of any Offshore Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the nominee of the Depositary for the Offshore Global Security. No Permanent Offshore Global Securities may be issued until expiration of the applicable Restricted Period and receipt by the Issuer and the Trustee from the (x) proposed transferor of a certificate substantially in the form set forth in Exhibit C or (y) holder of a beneficial interest being exchanged, of certification that such holder is a non-U.S. person (within the meaning of Regulation S under the Securities Act) or a U.S. person who acquired such interest in a transaction exempt from the registration requirements of the Securities Act.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to of the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) Issuer or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by any member of the Board of Directors or the Secretary or an the Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The Guarantees by the Guarantor to be endorsed on the Securities of each series shall be in substantially the form set forth in Section 206, or in such other form as shall be established by or pursuant to a Board Resolution of the Guarantor, or in one or more indentures supplemental hereto, pursuant to Section 301 in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the directors or officers delivering such Guarantees, all as evidenced by such delivery. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons--------------- coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepository therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such the Securities and Couponscoupons, if any. If temporary Securities of any series are issued as permitted by Section 2.113.04, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.03 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.01, Bearer Securities shall have interest coupons attached. The definitive Securities and Couponscoupons, if any, shall be printed, lithographed or engraved on steel engraved borders boarders or may be produced in any other manner, all as determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any.

Forms Generally. 30 EXECUTION 40 The Securities of each series Securities, the Guaranties to be endorsed thereon and the Coupons, if any, to be attached thereto Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form (not inconsistent with this Indenture) or forms as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable tax laws or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Couponsor Guaranties, if anyas the case may be, as evidenced by their execution of such the Securities and Coupons. If temporary Securities of any series are issued or Guaranties, as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentencecase may be. If the forms form of Securities and Coupons, if any, of the series are or Guaranties is established by, or by action taken pursuant to, to a Board Resolution, a copy of the such Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall to be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Note Issuer Order contemplated by Section 2.4 for 3.3 with respect to the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be substantially in the form set forth in this Article. The definitive Securities and Coupons, if any, Guaranties to be endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Couponsor Guaranties, if anyas the case may be, as evidenced by their execution of such Securities and Couponsor Guaranties, if anyas the case may be.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as the forms set forth in a Board Resolution orthis Article, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepository thereof, all the Internal Revenue Code of 1986, as may amended (the "Code"), and regulations thereunder, or as may, consistently herewith, be determined by the officers Officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution thereof. The Company shall approve the form of such the Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11notation, legend or endorsement on the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities 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 mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers Officers executing such Securities and Coupons, if any, as evidenced by their execution thereof. In certain cases described elsewhere herein, the legends set forth in the first four paragraphs of Section 2.02 may be omitted from Securities issued hereunder. After a transfer of any Securities during the period of the effectiveness of a Shelf Registration Statement with respect to the Securities which are included in such Shelf Registration Statement, all requirements pertaining to legends on such Security will cease to apply, the requirements requiring any such Security issued to certain Holders be issued in global form will cease to apply, and, except as provided herein, a certificated Security without legends will be available to the Holder of such Securities and Coupons, if anySecurities.

Forms Generally. The Senior Debt Securities of each series and the Coupons, if any, to be attached thereto shall be substantially issuable as registered securities without coupons and in such form (not inconsistent with this Indenture) forms as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, pursuant to Section 3.01, in each case with such insertions, omissions, substitutions and other variations as are required or permitted by this Senior Debt Securities Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or rule or regulation made pursuant thereto or with the rules of any securities exchange or Depositary therefor, or as may, consistently herewith, be determined by the officers executing such Senior Debt Securities, all as evidenced by any such execution. The Trustee’s certificates of authentication shall be in substantially the form set forth in Section 2.02 or Section 6.14. The Guarantee by the Guarantor to be endorsed on the Senior Debt Securities of each series (other than Senior Debt Securities issued by the Guarantor) shall be substantially in the form set forth in this Article, or as shall be established by or pursuant to a Guarantor Board Resolution, or in one of more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Senior Debt Securities Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsementsendorsements placed thereon as may, not inconsistent with the provisions of this Indentureconsistently herewith, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officer or officers executing such Securities and Coupons, if anyGuarantee, as evidenced by their the officer’s or officers’ execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted (whether by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, facsimile or otherwise) of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesGuarantee. The definitive Senior Debt Securities and Coupons, if any, Guarantee shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Senior Debt Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySenior Debt Securities, as evidenced by their execution of such Securities and Coupons, if anythereof.

Forms Generally. The Securities Registered Securities, if any, of each series and the CouponsBearer Securities, if any, to be attached thereto of each series and related coupons, if any, shall be in substantially the form set forth in Exhibit A and Exhibit B to this Indenture, respectively, or in such other form (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental heretohereto or approved from time to time by or pursuant to a Board Resolution in accordance with Section 301, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Couponscoupons, if any, as evidenced by their execution of the Securities and coupons, if any. If the forms of Securities and coupons, if any, of any series (or the form of any such temporary or permanent global Security) 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 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 or coupons (or any such temporary or permanent global Security). Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in bearer form, with interest coupons, if any, attached. The definitive Securities 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 listed, all as determined by the officers executing such Securities and coupons, if any, as evidenced by their execution of such Securities and Couponscoupons, if any. SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. The First National Bank of Chicago, as Trustee By -------------------------------- Authorized Officer SECTION 203. Securities in Global Form. If temporary Securities of any a series are issued issuable in global form, as permitted specified as contemplated by Section 2.11301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form thereof also in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be established in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. Notwithstanding the provisions of Sections 201 and 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding sentence. If paragraph, the forms Company, the Trustee and any agent of the Company and the Trustee shall treat a Person as the Holder of such principal amount of Outstanding Securities and Couponsrepresented by a permanent global Security as shall be specified in a written statement of the Holder of such permanent global Security or, if anyin the case of a permanent global Security in bearer form, of the series are established byEuro-clear or CEDEL S.A., or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered which is produced to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if anyPerson.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are is established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Indenture Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 SECTION 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities. Section 202. FORM OF FACE OF SECURITY. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] [INSERT ANY LEGEND REQUIRED BY THE DEPOSITARY, IF APPLICABLE.] PRIME GROUP REALTY TRUST [INSERT DESIGNATION OF THE SERIES OF SECURITY.] No.________ $__________ CUSIP No. _______________________ Prime Group Realty Trust, a real estate investment trust [duly organized and existing] under the laws of Maryland (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 [IF BOOK-ENTRY SECURITY, INSERT -- set forth above or such other principal sum on the Schedule attached hereto (which shall not exceed $____)] [of _________________ Dollars] on ________________ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT, and to pay interest thereon from __________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _________ and ___________ in each year, commencing __________, at the rate of _____% per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, INSERT -- and (to the extent that the payment of such interest shall be legally enforceable) at the rate of _______% per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the ________ or _________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name 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 Indenture 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 Couponsupon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. [Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]] Payment of the principal of (and premium, if anyany on) and [IF APPLICABLE, INSERT -- and any such interest on] this Security will be made at the office or agency of the Company maintained for that purpose in ________, in such coin or currency of [the United States of America] as at the time of payment is legal tender for payment of public and private debts [IF APPLICABLE, INSERT --; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register, PROVIDED that such Person shall have given the Indenture Trustee written wire instructions at least five Business Days prior to the applicable Interest Payment Date.] [IF THE SECURITY IS PAYABLE IN A FOREIGN CURRENCY, INSERT -- the appropriate provision.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Indenture Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Couponscoupons, if any, of the any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Couponscoupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are is established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Indenture Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 SECTION 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities. Section 202. FORM OF FACE OF SECURITY. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS.] [INSERT ANY LEGEND REQUIRED BY THE DEPOSITARY, IF APPLICABLE.] PRIME GROUP REALTY TRUST [INSERT DESIGNATION OF THE SERIES OF SECURITY.] No. ___________________ $ ___________________ CUSIP No. ___________________ Prime Group Realty Trust, a real estate investment trust duly [organized and existing] under the laws of Maryland (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 [if BOOK-ENTRY SECURITY, INSERT -- set forth above or such other principal sum on the Schedule attached hereto (which shall not exceed $_____________] [of _____________ Dollars] on _____________ [IF THE SECURITY IS TO BEAR INTEREST PRIOR TO MATURITY, INSERT --, and to pay interest thereon from _____________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _____________ and _____________ in each year, commencing _____________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment [IF APPLICABLE, insert -- and (to the extent that the payment of such interest shall be legally enforceable) at the rate of ___% per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _____________ or _____________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name 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 Indenture 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 Couponsupon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal of this Security shall bear interest at the rate of ___% per annum (to the extent that the parment of such interest shall be legally enforceable), which shall accrue from the date of such default in payment to the date payment of such principal has been made or duly provided for. Interest on any overdue principal shall be payable on demand. [Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.]] Payment of the principal of (and premium, if anyany on) and [IF APPLICABLE, INSERT -- and any such interest on] this Security will be made at the office or agency of the Company maintained for that purpose in _____________, in such coin or currency of [the United States of America] as at the time of payment is legal tender for payment of public and private debts [IF APPLICABLE, INSERT -- ; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer to an account maintained by the Person entitled thereto as specified in the Security Register, PROVIDED that such Person shall have given the Indenture Trustee written wire instructions at least five Business Days prior to the applicable Interest Payment Date.] [IF THE SECURITY IS PAYABLE IN A FOREIGN CURRENCY, INSERT -- THE APPROPRIATE PROVISION.] Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Indenture Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in Exhibit A hereto, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) other appropriate Issuer authorization or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution or other appropriate Issuer authorization, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a Board Resolution or other appropriate Issuer authorization 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. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental heretoSection 3.1, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with contrary to the provisions of this Indenture, or as may be required to comply with any law or with any rules or regulations made pursuant thereto, thereto or with any rules of any securities exchange or of any automated quotation system, or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if anySecurities, as conclusively evidenced by their execution of the Securities. The Guarantees to be endorsed on the Securities of each series shall be in substantially such form as shall be established pursuant to Section 2.2, in each case with such 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 the Guarantor may deem appropriate and as are not contrary to the provisions of this indenture, or as may be required to comply with any law or with any rules made pursuant thereto or with any rules of any securities exchange or of any automated quotation system, or to conform to usage, all as determined by the officers executing such Guarantees, as conclusively evidenced by their execution of such Guarantees. Any Securities originally offered and Coupons. If temporary Securities of any series are sold to QIBs in reliance on Rule 144A will be issued as permitted by Section 2.11, in the form thereof also shall of one or more permanent Global Securities (each, a “Rule 144A Global Security”). Any Securities originally offered and sold outside the United States in reliance on Regulation S will be established as provided issued in the preceding sentence. If the forms form of one or more permanent Global Securities and Coupons, if any, of the series are established by, or by action taken pursuant to(each, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities“Regulation S Global Security”). The definitive Securities shall be prepared by the Company and Coupons, if any, shall be printed, lithographed or engraved on steel steel-engraved borders borders, or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as conclusively evidenced by their execution of such Securities, subject to the rules of any securities exchange or automated quotation system on which such Securities are listed or quoted and Coupons, if any(with respect to Global Securities) to the rules of the Depository.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) or forms as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, subject to the extent established pursuant to rather than Section 3.3, set forth in, or determined in a Board Resolutionthe manner provided in, an Officer’s Certificate detailing such establishment) 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 by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable tax laws or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers Officer (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) executing such Securities and Coupons, if anySecurities, as evidenced by their his or her execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers Officer (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) executing such Securities and Coupons, if anySecurities, as evidenced by their his or her execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Subordinated Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Subordinated Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than but not set forth in a Board Resolution, an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Subordinated Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Subordinated Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Subordinated Securities and Coupons, if any, as evidenced by their execution of such Subordinated Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Subordinated Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Subordinated Securities and Coupons, if any, as evidenced by their execution of such Subordinated Securities and Coupons, if any.

Forms Generally. The Guaranteed Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to of the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) Issuer or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable tax laws or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageautomated quotation system on which the Guaranteed Securities of such series may be listed or traded or the Depositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyGuaranteed Securities, as evidenced by their execution of such Securities and Couponsthe Guaranteed Securities. If temporary the form of Guaranteed Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board ResolutionResolution of the Issuer, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and of each of the Guarantors delivered to the Trustee at or prior to the delivery of the Issuer Order and the Guarantor Order contemplated by Section 2.4 303 for the authentication and delivery of such Guaranteed Securities. The definitive Guaranteed Securities and Coupons, if any, shall be typewritten, printed, lithographed or engraved on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange or automated quotation system on which the Guaranteed Securities of such series may be listed or traded, all as determined by the officers executing such Securities and Coupons, if anyGuaranteed Securities, as evidenced by their execution of such Securities and Coupons, if anyGuaranteed Securities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially the form set forth in this Article, or in such other form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture (including the notations thereon relating to the Subsidiary Guarantees contemplated by Section 206, if applicable), and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Couponsor notations of Subsidiary Guarantees, if anyapplicable, as evidenced by their execution of such Securities and Couponsor notations of Subsidiary Guarantees, if anyapplicable. Neither the Company nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Security, check, advice of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers. SECTION 202. Form of Face of Security. [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.] ------------------------------ ----------------------------------------

Forms Generally. The Securities of each series Bonds issuable hereunder shall be issued in a single class. The Bonds and the Coupons, if any, to be attached thereto Trustee's certificate of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as the forms set forth in a Board Resolution orthis Article II, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or as may in the Issuer's judgment be necessary, appropriate or convenient to permit the Bonds to be issued and sold or held in bearer form, to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Bonds or to comply, or facilitate compliance, with other applicable laws or regulations, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange on which the Bonds may be listed, or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyBonds, as evidenced by their execution thereof. While Bonds may contain the above referenced provisions with respect to Bonds issued in bearer form, no Bonds may actually be issued in bearer form until the Issuer and the Trustee shall have entered into an appropriate supple mental indenture pursuant to Section 10.01(7) providing for such issuance. Any portion of such Securities and Coupons. If temporary Securities the text of any series are issued as permitted by Section 2.11, Bond may be set forth on the form reverse thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy reference on the face of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such SecuritiesBond. The definitive Securities and Coupons, if any, Bonds shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders borders, or may be typewritten or photocopied, or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Bonds may be listed, all as determined by the officers executing such Securities and Coupons, if anyBonds, as evidenced by their execution of such Securities and Coupons, if anythereof.

Forms Generally. The Securities of each series Certificates and the Coupons, if any, to be attached thereto Certificate Registrar’s certificate of authentication shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as the forms set forth in a Board Resolution orthis Article, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Agreement or as may in the Trustee’s or the Depositor’s judgment be necessary, appropriate or convenient to permit any of the Certificates to be issued and sold to or held in a form other than fully-registered form by non-United States Persons, to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to distributions on any of the Certificates or to comply, or facilitate compliance, with other applicable laws, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange on which any of the Certificates may be listed, or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anyCertificates, as evidenced by their execution of such Securities and Couponsthereof. If temporary Securities of While Certificates may contain any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established byabove-referenced provisions with respect to Certificates issued in a form other than fully-registered form, or by action taken pursuant to, a Board Resolution, a copy of no Certificates may actually be issued in such form until the Board Resolution together with [Trustee] [Securities Administrator] shall have executed an appropriate record of any amendment to this Agreement pursuant to Section 14.01(5) providing for such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securitiesissuance. The definitive Securities and Coupons, if any, Regular Certificates shall be printed, lithographed or engraved on steel engraved borders or produced by any combination of these methods or may be produced in any other mannermanner permitted by the rules of any securities exchange on which any of the Regular Certificates may be listed, all as determined by the officers executing such Securities and Coupons, if anyCertificates, as evidenced by their execution of thereof. The definitive Residual Certificates may be produced in any manner permitted for the definitive Regular Certificates or may be typewritten, all as determined by the officers executing such Securities and CouponsCertificates, if anyas evidenced by their execution thereof.

Forms Generally. The Initial Securities, the Exchange Securities and the Registered Securities of each series and the Coupons, if any, to be attached thereto Trustee's certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form (not inconsistent with this Indenture) or forms as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law applicable tax laws or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageautomated quotation system on which the Securities may be listed or traded or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company, and the record of such action and the form of Securities so established shall be delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 for 3.3 with respect to the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange or automated quotation system on which the Securities may be listed or traded, on a steel engraved border or steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange or automated quotation system on which the Securities may be listed or traded, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anysecurities.

Forms Generally. The Securities Registered Debentures, if any, of each series and the CouponsBearer Debentures, if any, to be attached thereto of each series and related Coupons shall be substantially in such form (not inconsistent with this Indentureincluding temporary or permanent global form) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of iden- tification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Debentures or Coupons, if any, as evidenced by their execution of such Securities and the Debentures or Coupons. If temporary Securities Debentures of any series are issued in global form as permitted by Section 2.113.4, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, Debentures or Coupons of the any series (or any such temporary global Debenture) are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an any Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such SecuritiesDebentures (or any such temporary global Debenture) or Coupons. Unless otherwise specified as contemplated by Section 3.1, Debentures in bearer form shall have interest Coupons attached. The definitive Securities Debentures and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Debentures or Coupons, if any, as evidenced by their execution of such Securities and Debentures or Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, to the extent established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more a Board Resolutions (Resolution and as set forth in a such Board Resolution (including such terms as set forth in any form of Securities for each series approved by such Board Resolution), or, to the extent established pursuant to to, rather than set forth in in, a Board Resolution, in an Officer’s Officers' Certificate detailing such establishment) establishment (including any exhibit attached thereto), or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any applicable law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usageDepositary therefor or as may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthereof. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, or, to the extent established pursuant to, rather than set forth in, such Board Resolution, an Officers' Certificate detailing such establishment, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 3.3 for the authentication and delivery of such Securities. Any such Board Resolution, Officers' Certificate or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein approved by or pursuant to such Board Resolution or Officers' Certificate. The definitive Securities and Coupons, if any, shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Coupons, if anySecurities.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall will be substantially in such form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions (as set forth in a Board Resolution or, and to the extent established pursuant to rather than set forth in a Board Resolution, in an Officer’s 's Certificate detailing such establishment) or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons. If temporary Unless otherwise so established, Bearer Securities of will have Coupons attached. Bearer Securities and any series are issued as permitted by Section 2.11Coupons related thereto will bear a legend substantially to the following effect: "Any U.S. Person who holds this obligation will be subject to limitations under the United States income tax laws, including the form thereof also shall be established as limitations provided in the preceding sentence. If the forms of Securities Sections 165(j) and Coupons, if any, 1287(a) of the series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Issuer Order contemplated by Section 2.4 for the authentication and delivery of such Securities. Internal Revenue Code." The definitive Securities and Coupons, if any, shall will be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities and Coupons, if any, as evidenced by their execution of such Securities and Coupons, if any.

Forms Generally. The Securities of each series and the Coupons, if any, to be attached thereto shall be in substantially in such the form (not inconsistent with this Indenture) as shall be established by or pursuant to one or more a Board Resolutions (as Resolution and set forth in a Board Resolution or, to the extent an Officers' Certificate or established pursuant to rather than set forth in a Board Resolution, an Officer’s Certificate detailing such establishment) or in by one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, and may have imprinted such letters, numbers or otherwise reproduced thereon other marks of identification and such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, endorsements placed thereon as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any the rules of any securities exchange or to conform to general usageas may, all as may consistently herewith, be determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities and Couponsthe Securities. If temporary the form of Securities of any series are issued as permitted by Section 2.11, the form thereof also shall be is established as provided in the preceding sentence. If the forms of Securities and Coupons, if any, of the series are established by, or by action taken pursuant to, to a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or Coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Issuer Company and delivered to the Trustee at or prior to the delivery of the Issuer Company Order contemplated by Section 2.4 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially the form set forth in this Article with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The definitive Securities and Coupons, if any, shall may be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other mannermanner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities and Coupons, if anySecurities, as evidenced by their execution of such Securities. SECTION 202. Form of Trustee's Certificate of Authentication. This is one of the Securities of the series designated therein and Couponsissued pursuant to the within-mentioned Indenture. ------------------------------ ------------------------------ as Trustee By ---------------------------- Authorized Signatory SECTION 203. Securities in Global Form. If Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 301, then, notwithstanding clause (13) of Section 301 and the provisions of Section 302, such Global Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amounts, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. The provisions of the last sentence of Section 303 shall apply to any Securities represented by a Security in global form if anysuch Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with respect to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Global Securities will be issued in registered form and may be issued in either temporary or permanent form.