Stripped Units. This Stripped Units Certificate certifies that [For inclusion in Global Certificates only -- Cede & Co.] is the registered Holder of the number of Stripped Units set forth above [For inclusion in Global Certificates only - or such other number of Stripped Units reflected in the Schedule of Increases or Decreases in Global Certificate attached hereto]. Each Stripped Unit represents (i) a 1/20 or 5.0% undivided beneficial ownership interest in a Treasury Security, subject to the Pledge of such interest in such Treasury Security by such Holder pursuant to the Pledge Agreement, and (ii) the rights and obligations of the Holder under one Purchase Contract with Toys "R" Us, Inc., a Delaware corporation (the "Company"). All capitalized terms used but not defined herein which are defined in the Purchase Contract Agreement have the meaning set forth therein. Pursuant to the Pledge Agreement, the Treasury Security constituting part of each Stripped Units evidenced hereby has been pledged to the Collateral Agent, for the benefit of the Company, to secure the obligations of the Holder under the Purchase Contract comprising a part of such Stripped Units. Each Purchase Contract evidenced hereby obligates the Holder of this Stripped Units Certificate to purchase, and the Company to sell, on August 16, 2005 (the "Stock Purchase Date"), at a price equal to $50 (the "Stated Amount"), a number of shares of common stock, $.10 par value per share ("Common Stock"), of the Company, equal to the Settlement Rate, then in effect, unless on or prior to the Stock Purchase Date there shall have occurred a Termination Event, Cash Settlement, Early Settlement or Merger Early Settlement with respect to the Stripped Units of which such Purchase Contract is a part, all as provided in the Purchase Contract Agreement and more fully described on the reverse hereof. The Purchase Price (as defined herein) for the shares of Common Stock purchased pursuant to each Purchase Contract evidenced hereby, if not paid earlier, shall be paid on the Stock Purchase Date by application of payments received in respect of the Pledged Treasury Securities pledged to secure the obligations under such Purchase Contract in accordance with the terms of the Pledge Agreement. Payments on the Treasury Securities will be payable at the office of the Agent in The City of New York or, at the option of the Company, by check mailed to the address of the Person entitled thereto as such address appears on the Stripped Units ...
Stripped Units. Such Collateral Substitution may cause the equivalent aggregate principal amount of this Normal Unit Certificate to be increased or decreased; provided, however, the equivalent aggregate principal amount of Normal Units shall not exceed [$400,000,000]. All such adjustments to the equivalent aggregate principal amount of this Normal Unit Certificate shall be duly recorded by placing an appropriate notation on the Schedule attached hereto.
Stripped Units. This Unit Certificate certifies that Cede & Co. is the registered Holder of the number of Stripped Units set forth above. Each Stripped Unit represents the right to purchase Common Stock under a Purchase Contract with CMS Energy Corporation, a Michigan corporation (the "Company"), together with ownership of the Treasury Securities pledged to secure the obligations referred to in (a) below, subject to (a) the obligations owed to the Company under such Purchase Contract and (b) the pledge arrangements securing the foregoing obligations. Each Purchase Contract evidenced hereby is governed by a Master Unit Agreement, dated as of July 8, 1999 (the "Master Unit Agreement"), between the Company and The Bank of New York, as unit agent (herein called the "Unit Agent"). All terms used herein which are defined in the Master Unit Agreement have the meanings set forth therein. The Pledge of the Pledged Securities evidenced hereby is governed by the Pledge Agreement. Reference is hereby made to the Master Unit Agreement and the Pledge Agreement, and any supplemental agreements thereto, for a description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Unit Agent, the Company, the Collateral Agent and the Holders. The summary contained herein is qualified in its entirety by the provisions of the Principal Agreements, and the Principal Agreements shall govern the rights of the parties to the extent that there is any conflict between such summary and such provisions. Each Purchase Contract evidenced hereby obligates the Holder of this Unit Certificate to purchase, and the Company to sell, on July 1, 2002 (the "Stock Purchase Date"), at a price equal to $41.50 (the "Stated Amount"), a number of newly issued shares of Common Stock, $.01 par value per share ("Common Stock"), of the Company equal to the Settlement Rate, unless on or prior to the Stock
