Common use of ABOVE IS CHECKED Clause in Contracts

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ------------------------ Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Signature of Amount of decrease in Amount of Increase in increase Principal Amount of this Signature of authorized signatory of Date of Principal Amount of this in Principal Amount Global Security following signatory of Global Note following such Trustee or Securities Exchange Global Security of this Global Note this Global Note Security such decrease or increase Securities Custodian -------- ---------------------- -------------------- -------------------------- ----------------------------------------------- ----------------------- ------------------------- ----------------------- SUPPORT AGREEMENT BETWEEN VERIZON COMMUNICATIONS INC. AND VERIZON GLOBAL FUNDING CORP. This Agreement, made and entered into as of October 31, 2000, by and between Verizon Communications Inc., a Delaware corporation ("Parent"), and Verizon Global Funding Corp., a Delaware corporation ("Subsidiary").

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DatedDate: ___________ ------------------------------------- ---------------------------------- ---------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount at maturity of this Global Note is $_________. The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase increase Principal amount at in Principal Amount principal amount in principal amount maturity of this Global Signature of authorized signatory of Date of Principal Amount at maturity of Principal Amount this at maturity of Global this Note following such signatory of Trustee or Securities Exchange this Global Note this Global Note decrease or increase Notes Custodian -------- ---------------------- ----------- ----------- -------------------- -------------------------- --------------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: _________________ ------------------------------------- ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Signature Date of Amount of decrease in Amount of Increase increase Principal amount Signature of Exchange in Principal Amount in Principal of this Global authorized signatory officer amount of Date this amount of Principal Amount this Security following of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Security Global Note Security such decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------Securities increase) Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ____________________ ------------------------------------- NOTICE________________________________________ Notice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note have been made: Principal amount of Signature of Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange increase this Global Note authorized officer Date of in Principal amount in Principal amount following such of Trustee or Notes Exchange of this Global Note of this Global Note decrease or increase increase) Custodian -------- ---------------------- -------------------- -------------------------- ------------------------------------------ ------------------- --------------------- -------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________________________ ------------------------------------- NOTICEDated: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Signature of Amount of Amount of Principal Amount authorized decrease in Amount of Increase increase in Principal Amount of this authorized Global signatory of Date of Principal Amount of Principal Amount of Global Note Security following such Trustee or Securities Exchange increase/ of this Global Note of this Global Note such decrease or Securities decrease Security Security increase Custodian -------- ---------------------- -------------------- -------------------------- ------------------------------- -------- -------- ---------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: _______________________ ------------------------------------- ______________________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Principal amount of Signature of authorized Amount of decrease in Amount of Increase increase in Principal Amount this Global Security officer of this authorized signatory of Trustee or Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Custodian Exchange this Global Note Security this Global Note Security decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------increase

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933Act, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Note authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Notes Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 3.8 or 3.10 of the Indenture, check the box: If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.8 or 3.10 of the Indenture, state the amount in principal amount (must be integral multiple of $1,000): $

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" buyer within the meaning of Rule 144A under the Securities Act of 1933Act, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Note authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Notes Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- --------------------------------------- ------------------------ ------------------------ ------------------------ ------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- -------------------------- ---------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------AMOUNT OF AMOUNT OF PRINCIPAL AUTHORIZED INCREASE IN THIS PRINCIPAL GLOBAL NOTE FOLLOWING SIGNATURE OF EXCHANGE DATE OF PRINCIPAL AMOUNT AMOUNT OF THIS SUCH DECREASE OF OFFICER OF TRUSTEE OR DECREASE IN OR THIS GLOBAL NOTE GLOBAL NOTE INCREASE CUSTODIAN ----------- ------------------- ----------------- --------------------- ---------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- ____________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- --------------------- --------------------- -------------------------- -----------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Amount of decrease Amount of increase Principal Amount of Signature of Exchange in Principal Amount in Principal Amount this Global authorized of this Global of this Global Security following signatory of Security Security such decrease or Trustee or increase Securities Custodian __________ ______________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------__________ ____________ ______________

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: _________________________________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of Amount of decrease Decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of this Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Following Signature of Authorized Date of Exchange Global Note decrease Global Note such Decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------Increase Signatory of Trustee ________________________ _________________________ __________________________ _________________________ ________________________ ________________________ _________________________ __________________________ _________________________ ________________________

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- --------------------------- ---------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $[__________]. The following increases or decreases in this Global Note have been made: Signature Amount of Amount of Principal Signature of decrease in Amount of Increase increase amount authorized in Principal Amount in Principal of this authorized Global signatory of Date of Principal Amount of Principal this Amount of this Note following Trustee or Exchange Global Note following Global Note such Trustee decrease or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -------------------------------------- -------------- ---------------- --------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or Or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: __________________ ------------------------------------- NOTICEDated: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note have Security been made: Signature AMOUNT OF DECREASE IN AMOUNT OF INCREASE IN PRINCIPAL AMOUNT OF THIS SIGNATURE OF AUTHORISED DATE OF PRINCIPAL AMOUNT OF THIS PRINCIPAL AMOUNT OF THIS GLOBAL SECURITY FOLLOWING SUCH SIGNATORY OF TRUSTEE OR EXCHANGE GLOBAL SECURITY GLOBAL SECURITY DECREASE OR INCREASE SECURITIES CUSTODIAN --------- ------------------------ ------------------------ ------------------------------- ------------------------ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Issuer pursuant to Section 3.3 or 3.4 of Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------the Indenture, check either box:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: __________________________ ------------------------------------- NOTICEDated: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Signature AMOUNT OF DECREASE IN AMOUNT OF INCREASE IN PRINCIPAL AMOUNT OF THIS SIGNATURE OF AUTHORISED DATE OF PRINCIPAL AMOUNT OF THIS PRINCIPAL AMOUNT OF THIS GLOBAL SECURITY FOLLOWING SUCH SIGNATORY OF TRUSTEE OR EXCHANGE GLOBAL SECURITY GLOBAL SECURITY DECREASE OR INCREASE SECURITIES CUSTODIAN --------- ------------------------ ------------------------ ------------------------------- ------------------------ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Issuer pursuant to Section 3.3 or 3.4 of Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------the Indenture, check either box:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ----------------------------------------- Dated: [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Amount of decrease in Amount of increase in Principal Amount of this Signature of authorized Exchange Principal Amount of this Principal Amount of this Global Security following signatory of Trustee or Global Security Global Security such decrease or increase Securities Custodian _______ ______________________ ------------------------------------- NOTICE: To be executed by an executive officer [________________________ ___________________________ ______________________ OPTION OF HOLDER TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------ELECT PURCHASE

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ____________________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE _________________________________________________ The following increases or decreases in this Global Note have been made: Signature Ladies and Gentlemen: This certificate is delivered to request a transfer of Amount U.S.$_________________ principal amount of decrease the 10.00% Unsecured Convertible Notes due 2025 (the "Notes") of Medicus Pharma Ltd. (the "Company"). Upon transfer, the Notes would be registered in Amount the name of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------the new beneficial owner as follows: Name: __________________________________________________________ Address: _____________________________________________________________________________________________________ _____________________________________________________________________________________________________________ Taxpayer ID Number: ________________________ The undersigned represents and warrants to you that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- ______________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- --------------------- --------------------- -------------------------- -----------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: :____________________ ------------------------------------- ______________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] B-17 155 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note have been made: Signature Date of Amount of Amount of Principal Signature of Exchange decrease in Amount of Increase increase in Principal Amount amount of this authorized signatory Principal Principal Global Note officer of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or Custodian Note Note increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------B-18 156 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section 4.14 or Section 4.21 of the Indenture, check the appropriate box: / / Section 4.14 / / Section 4.21 If you want to have only part of the Note purchased by the Company pursuant to Section 4.14 or Section 4.21 of the Indenture, state the amount you elect to have purchased: $________________________ Date:____________________

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- ----------------- ----------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Signature Date of Amount of decrease in Amount of Increase increase Principal amount Signature of Exchange in Principal in Principal of this Global authorized officer Amount of this authorized signatory of Date of Principal Amount of Principal Amount this Security following of Global Note following such Trustee or Securities Exchange this Global Note this Security Global Note Security such decrease or increase Securities increase) Custodian -------- ---------------------- -------------------- -------------------------- ---------------------------------- ------------------ ------------------ ------------------ ------------------ 87 EXHIBIT A FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY [*/] [**/] No. [ ] $[ ] CUSIP NO.: [ ] ISIN NO.: [ ] 75/8% Senior Notes Due 2009 Champion Enterprises, Inc., a Michigan corporation, promises to pay to ____________ or registered assigns, the principal sum of_____________ DOLLARS on May 15, 2009. Interest Payment Dates: May 15 and November 15.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Note Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: :________ ______________________ ------------------------------------- Signature NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] This certificate is in addition to any other certificates that may be required under the Indenture. 98 14 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE NOTE(1) The following increases or decreases in this Global Note have been made: Principal amount Amount of decrease Amount of increase of this Global Signature of in Principal in Principal Note authorized officer Date of Amount of decrease in Amount of Increase in Principal this Amount of this authorized signatory following such of Date of Principal Amount of Principal Amount of Trustee or Exchange Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Notes Custodian -------- ---------------------- ------------------ ------------------ -------------------- -------------------------- -----------------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ------------------------------ Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Security authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Exchange this Global Note Security this Global Note Security decrease or increase Securities Custodian -------- ---------------------- -------------------- -------------------------- ------------------------------ -------------- --------------- --------------- --------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying 100 3 upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ------------------------- Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] 101 4 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY [TO BE ATTACHED TO GLOBAL SECURITIES] The following increases or decreases in this Global Note Security have been made: Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Signature of authorized signatory of Date of Principal Amount of this Principal Amount of this Global Note Security following such signatory of Trustee or Securities Exchange this Global Note this Security Global Note Security such decrease or increase Securities Custodian -------- ---------------------- -------------------- -------------------------- ----------------------------------------------- ------------------------ ------------------------- ----------------------- 102 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 3.7 or 3.9 of the Indenture, check the box:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" buyer within the meaning of Rule 144A under the Securities Act of 1933Act, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESINSERT NAME OF ASSIGNOR] By: ----------------------------------------- Name: Title: SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note have been made: Signature Principal Amount of Amount of decrease in Amount of Increase in Principal Amount of this Signature of decrease in increase in Global Note authorized Principal Principal following such signatory of Date of Principal Amount of Principal this Amount of this decrease or Trustee or Exchange Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Notes Custodian -------- ---------------------- -------------------- -------------------------- -----------------------------------------------------------------------------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: :_____________ ------------------------------------- ____________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- --------------------- --------------------- -------------------------- ---------------------------------------------- EXHIBIT A Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Rule 144A __________, 200_ The Bank of New York 101 Barclay Street 8th Floor - West New York, New York 10286 Attenxxxx: Xxxxxxxxx Xxxxx Administration Re: International Paper Company (the "Company") o Notes due o (the "Notes") Dear Sirs: This Certificate relates to: [CHECK A OR B AS APPLICABLE.] [ ] A. Our proposed purchase of $____ principal amount of Notes issued under the Indenture.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying 100 3 upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ------------------- Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] 101 4 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY [TO BE ATTACHED TO GLOBAL SECURITIES] The following increases or decreases in this Global Note Security have been made: Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Signature of authorized signatory of Date of Principal Amount of this Principal Amount of this Global Note Security following such signatory of Trustee or Securities Exchange this Global Note this Security Global Note Security such decrease or increase Securities Custodian -------- ---------------------- -------------------- -------------------------- --------------------------------- ------------------------ ------------------------ ------------------------- ----------------------- 102 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 3.7 or 3.9 of the Indenture, check the box:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: _________________________ ------------------------------------- ________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE EXCHANGES OF 9% Senior Notes The following increases or decreases in exchanges of a part of this Global Note for other 9% Senior Notes have been made: Signature Principal Amount of Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory Signature of Decrease in Increase in Global Note Authorized Principal Principal Following Such Officer of Date of Principal Amount of Principal this Amount of this Decrease (or Trustee or Note Exchange Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Increase) Custodian -------- ---------------------- -------------------- -------------------------- ------------------------------------- -------------- -------------- ---------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- -------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of authorized Principal Amount of signatory of Amount of decrease in Amount of Increase increase this Global Note Trustee or Date of in Principal Amount of this authorized signatory of Date of in Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange of this Global Note of this Global Note decrease or increase Custodian -------- ---------------------- ------------------- ------------------- -------------------- -------------------------- ----------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- ---------------------------------- ------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of Amount of increase Principal amount of authorized officer Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange principal this Global Note of Trustee or Date of in principal amount amount of this following such Securities Exchange of this Global Note Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- ----------------------------------------- -------------------- -------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ------------------------------------- ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Signature Date of Amount of decrease in Amount of Increase increase Principal amount Signature of Exchange in Principal in Principal of this Global authorized -------- Amount of this authorized Amount of this Security following signatory of Date of Principal Amount of Principal Amount of Global Note following Security Global Security such decrease or Trustee or --------------- --------------- ---------------- Securities Exchange this Global Note this Global Note decrease or increase increase) ---------- --------- Custodian -------- ---------------------- -------------------- -------------------------- --------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" buyer within the meaning of Rule 144A under the Securities Act of 1933Act, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Note authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Notes Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- --------------------- --------------------- -------------------- -------------------------- ------------------------------------------- OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 7.1 of the Indenture, check the box: [ ] If you want to elect to have only part of this Note purchased by the Company pursuant to Section 7.1 of the Indenture, state the amount in principal amount (must be integral multiple of $1,000): $_______________.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- ------------------------------ ---------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- AMOUNT OF AMOUNT OF PRINCIPAL AUTHORIZED INCREASE IN THIS PRINCIPAL GLOBAL NOTE SIGNATURE OF EXCHANGE DATE OF PRINCIPAL AMOUNT OR AMOUNT OF THIS FOLLOWING SUCH OFFICER OF TRUSTEE OR DECREASE IN THIS GLOBAL NOTE GLOBAL NOTE DECREASE OF INCREASE CUSTODIAN ----------- ------------------- ----------------- -------------------- -------------------------- --------------------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ____________________________________ ------------------------------------- NOTICEDated: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Signature of authorized signatory of Date of Principal Amount of this Principal Amount of this Global Note Security following such signatory of Trustee or Securities Exchange this Global Note this Security Global Note Security decrease or increase Securities Custodian -------- ---------------------- -------------------- -------------------------- -----------------------_____________ ____________________________ ___________________________ ____________________________ ____________________________ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to SECTION 3.6 or 3.8 of the Indenture, check either box:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- NOTICE------------------------------ ---------------------------------------- Notice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Principal amount Signature of Amount of decrease in Amount of Increase increase of this Global authorized officer in Principal Amount of this authorized signatory of Date of amount in Principal Amount of Principal Amount of Global amount Note following such of Trustee or Securities Notes Date of Exchange of this Global Note of this Global Note decrease or increase increase) Custodian -------- ---------------------- ---------------- ------------------- ------------------- --------------------- ------------------- OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture, check the box: [ ] If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the amount in principal amount: $__________ Dated: Your Signature: -------------------- -------------------------- --------------------------------------------------------- (Sign exactly as your name appears on the other side of this Note.)

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ____________________________________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] Dated:] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Security authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Exchange this Global Note Security this Global Note Security decrease or increase Securities Custodian -------- ---------------------- -------------------- -------------------------- ------------------------------ --------------------- --------------------- --------------------- --------------------- OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased in its entirety by the Company pursuant to Sections 10.19 or 10.21 of the Indenture, check the box:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note have been made: Signature Date of Amount of decrease in Decrease Amount of Increase Maturity of Signature of Exchange in Principal in Principal this Global Authorized Amount of this authorized signatory of Date of Principal at Amount of Principal Amount of Global at Note following such Officer of Maturity of Maturity of Such Decrease Trustee or Securities Exchange This Global This Global or Increase Custodian Note Note OPTION OF HOLDER TO ELECT PURCHASE If you wish to have this Global Note this Global Note decrease purchased by the Company pursuant to Section 4.12 or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------4.13 of the Indenture, check the appropriate box:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: _____________________ ------------------------------------- NOTICEDated: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Signature of Amount of Amount of Principal Amount authorized decrease in Amount of Increase increase in Principal Amount of this authorized Global signatory of Date of Principal Amount of Principal Amount of Global Note Security following such Trustee or Securities Exchange increase/ of this Global Note of this Global Note such decrease or Securities decrease Security Security increase Custodian -------- ---------------------- -------------------- -------------------------- ------------------------------- -------- -------- ---------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: _________________________________ ------------------------------------- NOTICEDated: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR AND DECREASES IN GLOBAL NOTE SECURITY The following increases or and decreases in this Global Note Security have been made: Principal Amount of Signature of Date of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Security authorized signatory of Date of Decrease or Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Exchange Increase this Global Note Security this Global Note Security decrease or increase Securities Custodian -------- ---------------------- ----------- --------------------- --------------------- -------------------- -------------------------- -------------------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- ________________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of Amount of or decrease in Amount of Increase increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- --------------------- --------------------- -------------------------- -----------------------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: _______________________ ------------------------------------- NOTICEDated: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase this Global authorized in Principal Amount of this authorized in Principal Amount Security following signatory of Date of Principal Amount of Principal Amount this Global of this Global Note following such decrease or Trustee or Exchange Security Security increase Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- ------------------------------------------ ------------------- ------------------- --------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: __________________ ------------------------------------- NOTICEDated: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Security authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Exchange this Global Note Security this Global Note Security decrease or increase Securities Custodian -------- ---------------------- -------------------- -------------------------- ------------------------------------------- -------------------- --------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated[TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Amount of decrease in Amount of increase in Principal Amount of Signature of authorized Exchange Principal Amount of Principal Amount of this Global Security signatory of Trustee or this Global Security this Global Security following such decrease Securities Custodian or increase ___________ ------------------------------------- NOTICE______________________ _________________ _________________ ______________________ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 3.7 or 3.9 of the Indenture, check either box: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- ---------------------------------- ---

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- ----------------- ---------------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE NOTES The following increases or decreases in this Global Note have been made: Amount of increase Principal amount of Signature of author- Amount of decrease in Amount of Increase in Principal Amount of this authorized Global Note ized signatory of Date of Principal Amount of Principal Amount of Global Note this following such de- Trustee or Securities Notes Date of Exchange this Global Note this Global Note decrease crease or increase Custodian -------- ---------------------- -------------------- -------------------------- --------------------------------------- --------------------- ------------------ ------------------- --------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ---------------------------------------- Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Security authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Exchange this Global Note Security this Global Note Security decrease or increase Securities Custodian -------- ---------------------- --------------------- --------------------- -------------------- -------------------------- ------------------------------------------- -------- --------------------- --------------------- -------------------- -------------------- -------- --------------------- --------------------- -------------------- -------------------- -------- --------------------- --------------------- -------------------- --------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933Act, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Note authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Notes Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- --------------------- --------------------- -------------------- -------------------------- -------------------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ---------------------------------------- Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer ] [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR AND DECREASES IN GLOBAL NOTE SECURITY The following increases or and decreases in this Global Note Security have been made: Principal Amount of Signature of Date of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Security authorized signatory of Date of Decrease or Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Exchange Increase this Global Note Security this Global Note Security decrease or increase Securities Custodian -------- ---------------------- ----------- --------------------- --------------------- -------------------- -------------------------- -------------------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________________________________ ------------------------------------- NOTICEDated: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Security authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Exchange this Global Note Security this Global Note Security decrease or increase Securities Custodian -------- ---------------------- -------------------- -------------------------- ------------------------------------------- -------------------- --------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying 92 upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ---------------------------------- Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] 93 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY [TO BE ATTACHED TO GLOBAL SECURITIES] The following increases or decreases in this Global Note Security have been made: Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Signature of authorized signatory of Date of Principal Amount of this Principal Amount of this Global Note Security following such signatory of Trustee or Securities Exchange this Global Note this Security Global Note Security such decrease or increase Securities Custodian -------- ---------------------- --------------- --------------- ------------------------- -------------------- -------------------------- -----------------------OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 3.7 or 3.9 of the Indenture, check the box:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- ------------------------------ ---------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- AMOUNT OF AMOUNT OF AMOUNT PRINCIPAL AUTHORIZED INCREASE IN OF THIS PRINCIPAL GLOBAL NOTE SIGNATURE OF EXCHANGE DATE OF PRINCIPAL AMOUNT OR AMOUNT OF THIS FOLLOWING SUCH OFFICER OF TRUSTEE OR DECREASE IN THIS GLOBAL NOTE GLOBAL NOTE DECREASE OF INCREASE CUSTODIAN ----------- ------------------- ----------------- -------------------- -------------------------- --------------------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion discretion, in each case for investment and not with a view to distribution, and that it and any such account is a "qualified institutional buyerQualified Institutional Buyer" within the meaning of Rule 144A under the Securities Act of 1933, 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- ------------------------- ---------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] 101 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE EXCHANGES OF DEFINITIVE NOTE(5) The following increases or decreases in exchanges of a part of this Global Note for Physical Notes have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Note authorized signatory of Date officer of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Note Date of Exchange this Global Note this Global Note decrease (or increase increase) Custodian -------- ---------------- ---------------- ---------------- ---------------------- -------------------- -------------------------- -------------------------------- --------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ______________________ ------------------------------------- NOTICEDated: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Signature of authorized signatory of Date of Principal Amount of this Principal Amount of this Global Note Security following such signatory of Trustee or Securities Exchange this Global Note this Security Global Note Security decrease or increase Securities Custodian -------- ---------------------- -------------------- -------------------------- --------------------------------------------- ----------------------------- ----------------------- OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 3.14 or 3.15 of the Indenture, check either box:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- ------------------------------ ---------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note have been made: Signature of Amount of decrease The following increases or decreases in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------have been made: AMOUNT OF AMOUNT OF INCREASE IN AMOUNT OF THIS PRINCIPAL AUTHORIZED PRINCIPAL PRINCIPAL GLOBAL NOTE FOLLOWING SIGNATURE OF EXCHANGE DATE OF AMOUNT OR THIS AMOUNT OF THIS SUCH DECREASE OF OFFICER OF TRUSTEE OR DECREASE IN GLOBAL NOTE GLOBAL NOTE INCREASE CUSTODIAN ----------- -------------- -------------- --------------------- ---------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ________________ ------------------------------------- ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Signature Date of Amount of decrease in Amount of Increase increase Principal Amount Signature of Exchange in Principal in Principal of this Global authorized officer Amount of this authorized signatory of Date of Principal Amount of Principal Amount this Security following of Global Note following such Trustee or Securities Exchange this Global Note this Security Global Note Security such decrease or increase Securities increase) Custodian -------- ---------------------- -------------------- -------------------------- ----------------------------------------- ------------------ ------------------ ------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ___________ ------------------------------------- --------------------- -------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- --------------------- --------------------- -------------------------- -----------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ____________________________ ------------------------------------- NOTICEDated: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Signature Date of Exchange Amount of Amount of Principal Signature of decrease in Amount of Increase increase in Principal Amount of this authorized Principal Principal Global signatory of Date of Principal Amount of Principal this Amount of this Security Trustee or Global Note Global following such Trustee or Securities Exchange this Global Note this Global Note Security Security decrease or Custodian increase Custodian -------- ---------------------- -------------------- -------------------------- -------------------------------------------------------------------------------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DatedDate: ___________ ------------------------------------- ------------------------ ---------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of this Global Note is $___________. The following increases or decreases in this Global Note have been made: Signature Date of Amount of decrease in Amount of Increase increase in Principal Amount of this Signature of authorized signatory of Date of Exchange Principal Amount amount of Principal Amount of Global Note following such signatory of Trustee or Securities Exchange this Global Note this Global Note such decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------or Notes Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Amount of decrease Amount of increase Principal Amount of Signature of Exchange in Principal Amount in Principal Amount this Global authorized of this Global of this Global Security following signatory of Security Security such decrease or Trustee or increase Securities Custodian _______ ______________ ------------------------------------- NOTICE__________ ____________ ______________ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 3.7 or 3.9 of the Indenture, check either box: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Signature of Amount of decrease in Amount of Increase in Principal Amount of this authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- ---------------------------------- ---

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. --------------------------------------- Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Principal Signature of Amount of decrease in Amount of Increase in Principal Amount of this authorized decrease in increase in Global Security signatory of Principal Principal following Trustee or Date of Principal Amount of Principal this Amount of Global Note following this such Trustee or decrease Securities Exchange this Global Note this Security Global Note decrease Security or increase Custodian -------- ---------------------- -------------------- -------------------------- -------------------------------------- --------------- --------------- -------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: _______________________________________ ------------------------------------- NOTICEDated: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Security authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Exchange Date this Global Note Security this Global Note Security decrease or increase Securities Custodian -------- ---------------------- -------------------- -------------------------- --------------------------------------- ------------------------ ------------------------ ------------------------ ------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DatedDate: ___________ ------------------------------------- [Name of Transferee] NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE EXCHANGES OF 10 1/2% SENIOR The following increases or decreases in exchanges of a part of this Global Note for other 10 1/2% Senior Notes have been made: Signature Date of Exchange Amount of decrease Decrease in Principal Amount of this Global Note Amount of Increase in Principal Amount of this authorized signatory of Date of Global Note Principal Amount of Principal Amount of Global Note following such Trustee or Securities Exchange this Global Note Following Such Decrease (or Increase) Signature of Authorized Officer of Trustee or 10 1/2% Senior Note Custodian Supplemental Indenture (this Global Note decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- -----------------------“Supplemental Indenture”), dated as of [ ] [ ], 20[ ], among (the “Guaranteeing Subsidiary”), a subsidiary of Entercom Radio LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, as trustee (the “Trustee”).

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ------------------ Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Signature of Amount of decrease in authorized Amount of Increase decrease increase in Principal Amount of this authorized signatory of in Principal Principal Amount this Global Security Trustee or Date of Principal Amount of Principal Amount this of this Global Note following such Trustee or Securities Exchange this Global Note this Global Note Security Security decrease or increase Custodian -------- ---------------------- -------------------- -------------------------- ------------------------------ -------------- ---------- ------------ -------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. --------------------------------- Dated: ___________ ------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL NOTESSECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE SECURITY The following increases or decreases in this Global Note Security have been made: Principal Amount of Signature of Amount of decrease in Amount of Increase increase in Principal Amount of this Global Security authorized signatory of Date of Principal Amount of Principal Amount of Global Note following such of Trustee or Securities Exchange this Global Note Security this Global Note Security decrease or increase Securities Custodian -------- ---------------------- -------------------- -------------------------- ------------------------------ -------------- --------------- --------------- --------------