Common use of CUSIP No Clause in Contracts

CUSIP No. PNM Resources, Inc., a corporation duly organized and existing under the laws of New Mexico (herein called the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of _____________ Dollars on __________ [if the Note is to bear interest prior to Maturity, insert - , and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________and _________] [quarterly on _______, _______, _______ and _______] in each year, commencing _______________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ or _________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this Note will be made at the office or agency of the Company maintained for that purpose in __________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register]. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

CUSIP No. PNM Resources, Pfizer Inc., a corporation duly organized and existing under the laws of New Mexico Delaware (herein called the "COMPANY," Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of _____________ Dollars [or other currency or currency units] on __________ [if the Note Security is to bear interest prior to Maturity, insert - and interest payments are not extendable, insert--, and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [insert- semi-annually annually, quarterly, monthly or other description of the relevant payment period] on _________[ ] and _________] [quarterly on _______, _______, _______ and _______] in each year, commencing _______________, at the rate of ___% per annum, annum until the principal hereof is paid or made available for payment] payment [if applicable, insert - , provided insert-,provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ or _________ [ ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note Security is not to bear interest prior to Maturity, insert - insert--The principal of this Note Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium of this Security shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates of such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on any overdue principal or premium which is not so paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from on the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest principal shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - insert--any such] interest on this Note Security will be made at the office or agency of the Company maintained for that purpose in __________, in such coin or currency of [the United States of America America] [insert other currency, if applicable] as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - insert--; providedPROVIDED, howeverHOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note RegisterSecurity Register or by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto]. [if this Security is a Global Security, insert--All payments of principal, premium, if any, and interest in respect of this Security will be made by the Company in immediately available funds.] Reference is hereby made to the further provisions of this Note Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signaturesignature of one of its authorized signatories, this Note Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

CUSIP No. PNM Resources, Inc.Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. GE EQUIPMENT MIDTICKET LLC, SERIES 2006-1 [___]% CLASS C NOTES GE EQUIPMENT MIDTICKET LLC, SERIES 2006-1, a limited liability company duly organized and existing under the laws of New Mexico the State of Delaware (herein called including any successor, the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred toIssuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _____________ Dollars on __________ [if the Note is to bear interest prior to Maturity, insert - , and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________and _________] [quarterly on _______, _______, _______ and _______] in each year, commencing _______________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum _ DOLLARS (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ or _________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this Note will be made at the office or agency of the Company maintained for that purpose in $___________), payable as set forth in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - Indenture; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register]. Reference is hereby made to the further provisions entire unpaid principal amount of this Note set forth shall be due and payable on the reverse hereofearlier of the [____________] Payment Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. The Issuer will pay interest on this Note at the rate per annum shown above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon interest has been executed by paid to but excluding the Trustee referred to then current Payment Date or, if no interest has yet been paid, from the date hereof. Interest will be computed on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under basis of the Indenture or be valid or obligatory for any purpose.actual number of days in the

CUSIP No. PNM Resources, Inc.546347 AB 1 LOUISIANA-PACIFIC CORPORATION, a corporation duly organized and existing under the laws of New Mexico the State of Delaware (herein hereinafter called the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of _____________ Dollars $ on __________ [if the Note is to bear interest prior to MaturityAugust 15, insert - , 2010 and to pay interest thereon from _________ August 18, 2000 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually semiannually on _________February 15 and _________] [quarterly on _______, _______, _______ and _______] in August 15 of each year, commencing _______________on February 15, 2001, at the rate of ___8.875% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date willshall, as provided in such said Indenture, be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ February 1 or _________ August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes Securities of this series not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to MaturitySubject, insert - The principal of this Note shall not bear interest except in the case of a default in any Global Security, to any applicable requirements of the Depositary, payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this Note will Security shall be made at the office or agency of the Company maintained for that the purpose in __________New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicabledebts; PROVIDED, insert - ; provided, howeverHOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear appears in the Note Security Register]. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH ON THE REVERSE HEREOF. SUCH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE. This Security shall not be valid or become obligatory for all purposes have the same effect as if set forth at this place. Unless any purpose until the certificate of authentication hereon herein has been executed signed manually by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposesaid Indenture.

CUSIP No. PNM Resources, Inc.No. Masco Corporation, a corporation duly organized and existing under the laws of New Mexico Delaware (herein called the "COMPANY“Company," ” which term includes any successor Person corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of _____________ Dollars on __________ [if If the Note Security is to bear interest prior to Maturity, insert - —, and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________and _________] [quarterly on _______, _______, _______ and _______] in each year, commencing _______________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment] payment [if If applicable, insert - , provided that any principal and premium—, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from ) at the dates such amounts are due until they are paid or made available for payment, rate of % per annum on any overdue principal and such interest shall be payable premium and on demandany overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ or _________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [Interest on the Securities shall be computed on the basis of a 360-day year consisting of 12 30-day months.] [If the Note Security is not to bear interest prior to Maturity, insert - — The principal of this Note Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium of this Security shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the dates date of such amounts are due until they are paid default in payment to the date payment of such principal has been made or made available for paymentduly provided for. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which that is not so paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), which shall accrue from the date of such demand until for payment to the amount so demanded is paid date payment of such interest has been made or made available for payment. Interest on any overdue duly provided for, and such interest shall also be payable on demand.] Payment of the principal of (and premium, if any) and [if applicableapplicable insert, insert - — any such] interest on this Note Security will be made at the office or agency of the Company maintained for that purpose in __________the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - —; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Security Register]. Reference is hereby made to the further provisions of this Note Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

CUSIP No. PNM Resources[ ] VINTAGE PETROLEUM, Inc.INC., a Delaware corporation duly organized and existing under the laws of New Mexico (herein called the "COMPANY," Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , ................. or registered assigns, the principal sum [set forth in the attached Schedule of Increases and Decreases in Global Security]* [of $_____________ Dollars ]** on __________ [if the Note is to bear interest prior to MaturityMay 1, insert - 2012, and to pay interest thereon from _________ May 2, 2002, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually semiannually in arrears on _________May 1 and _________] [quarterly on _______, _______, _______ and _______] November 1 in each year, commencing _______________November 1, 2002, at the rate of ___8 1/4% per annum, both before and after default, with interest upon overdue interest at the same rate (to the extent legally permitted) until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ April 15 or _________ October 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - any such] such interest on this Note Security will be made at the office or agency of the Company maintained for that purpose in __________the Borough of Manhattan in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - debts; provided, ----------------------- * Insert for Global Securities ** Insert for Certificated Securities however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Security Register]. Reference is hereby made to the further provisions of this Note Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

CUSIP No. PNM Resources, Inc.Issue Date Stated Maturity: ----- ------ Royal Bank of Canada, a corporation duly organized and existing Schedule I bank under the laws of New Mexico Bank Act (Canada) (herein called the "COMPANY," Bank", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to to_______, or registered assigns, the principal sum of _____________ Dollars on __________ [if of______Dollars on_____[if the Note Security is to bear interest prior to Maturity, insert - -- , and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________and _________annually] [quarterly on _______, _______, _______ and _______] in on_______and________in each year, commencing _________commencing______, at the rate of ___% of_______% per annum, until the principal hereof is paid or made available for payment] , [if applicable, insert - , -- ; provided that any principal and premiumoverdue principal, if any, premium and any such overdue installment of interest, which is overdue interest shall bear interest at the rate of ___% of____% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ or _________ (whether the_____or_____(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. .] [If the Note Security is not to bear interest prior to Maturity, insert - -- The principal of this Note Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% of______% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - -- any such] interest on this Note Security will be made at the office or agency of the Company Bank maintained for that purpose in _____in_____, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - -- ; provided, however, that at the option of the Company Bank payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Security Register]. Reference is hereby made to the further provisions of this Note Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

CUSIP No. PNM ResourcesCOMMUNITY BANK SYSTEM, INC. 9.75% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE, SERIES A, DUE JANUARY 31, 2027 Community Bank System, Inc., a Delaware corporation duly organized and existing under the laws of New Mexico (herein called the "COMPANY," Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , Community Capital Trust I (the "Trust") or registered assigns, the principal sum of _____________ thirty million nine hundred twenty-eight thousand Dollars on __________ [if January 31, 2027 (the Note is to bear interest prior to Maturity"Maturity Date"), insert - unless previously prepaid, and to pay interest thereon on the outstanding principal amount hereof from _________ February 3, 1997, or from the most recent interest payment date (each such date, an "Interest Payment Date Date") to which interest has been paid or duly provided for, [semi-annually (subject to deferral as set forth herein) in arrears on _________January 31 and _________] [quarterly on _______, _______, _______ and _______] in July 31 of each year, commencing _______________July 31, 1997 at the rate of ___9.75% per annum, annum until the principal hereof is paid or made available for payment] [if applicableshall have become due and payable, insert - , provided that and on any overdue principal and premium, if any, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (without duplication and to the extent that the payment of such interest is enforceable under applicable law) on any overdue installment of interest at the same rate per annum compounded semi- annually. The amount of interest payable on any Interest Payment Date shall be legally enforceablecomputed on the basis of a 360-day year of twelve 30-day months and, for any period less than a full calendar month, the number of days elapsed in such month. In the event that any date on which the principal of (or premium, if any) or interest on this Security is payable is not a Business Day, then payment payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), from with the dates same force and effect as if made on such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]date. The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the Indenture, be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities, as defined in said Indenture) is registered at the close of business on the Regular Record Date regular record date for such interestinterest installment, which shall be the _________ or _________ (whether or not a Business Day), as fifteenth day prior to the case may be, next preceding such relevant Interest Payment Date. Any such interest installment not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder holders on such Regular Record Date regular record date and may either be paid to the Person in whose name this Note Security (or one or more Predecessor NotesPrede- cessor Securities) is registered at the close of business on a Special Record Date special record date to be fixed by the Trustee for the payment of such Defaulted Interest to be fixed by the Trusteedefaulted interest, notice whereof shall be given to Holders the holders of Notes of this series Securities not less than 10 days prior to such Special Record Datespecial record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said the Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this Note will Security shall be made payable at the office or agency of the Company Trustee maintained for that purpose in __________, in such any coin or currency of the United States of America as that at the time of payment is legal tender for payment of public and private debts [if applicable, insert - debts; provided, however, that at the option of the Company that, payment of interest may be made at the option -------- ------- of the Company by (i) check mailed to the address of the Person entitled thereto as holder at such address as shall appear in the Note Register]Security Register or (ii) by transfer to an account maintained by the Person entitled thereto, provided that proper written transfer instructions have been received by the relevant record date. Reference Notwithstanding the foregoing, so long as the Holder of this Security is hereby the Trust, the payment of the principal of (and premium, if any) and interest on this Security will be made at such place and to such account as may be designated by the Property Trustee. The indebtedness evidenced by this Security is, to the further extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Security shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note set forth Security are continued on the reverse hereof, which further side hereof and such provisions shall for all purposes have the same effect as if though fully set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

CUSIP No. PNM Resources, Inc.Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. GE EQUIPMENT MIDTICKET LLC, SERIES 2007-1 [___]% CLASS C NOTES GE EQUIPMENT MIDTICKET LLC, SERIES 2007-1, a limited liability company duly organized and existing under the laws of New Mexico the State of Delaware (herein called including any successor, the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred toIssuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _____________ Dollars on __________ [if the Note is to bear interest prior to Maturity, insert - , and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________and _________] [quarterly on _______, _______, _______ and _______] in each year, commencing _______________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum _ DOLLARS (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ or _________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this Note will be made at the office or agency of the Company maintained for that purpose in $___________), payable as set forth in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - Indenture; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register]. Reference is hereby made to the further provisions entire unpaid principal amount of this Note set forth shall be due and payable on the reverse hereofearlier of the [____________] Payment Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. The Issuer will pay interest on this Note at the rate per annum shown above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon interest has been executed by paid to but excluding the Trustee referred to then current Payment Date or, if no interest has yet been paid, from the date hereof. Interest will be computed on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under basis of the Indenture or be valid or obligatory for any purpose.actual number of days in the

CUSIP No. PNM Resources, Inc.Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation duly organized ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and existing under any certificate issued is registered in the laws name of New Mexico Cede & Co. or in such other name as is requested by an authorized representative of DTC (herein called and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. FEDEX CORPORATION [RULE 144A GLOBAL NOTE] [TEMPORARY REGULATION S GLOBAL NOTE] [REGULATION S GLOBAL NOTE] [GLOBAL EXCHANGE NOTE] representing up to US$ ,000,000 ----- % Notes due ---- ------- Guaranteed as to Payment of Principal and Interest by the Guarantors named in the Indenture FedEx Corporation, a Delaware Corporation, (the "COMPANY,Company" which term includes any successor Person under the Indenture hereinafter referred toto on the reverse hereof), for value received, hereby promises to pay to Cede & Co. C/O the Depository Trust Company 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 or registered assigns, the principal sum of _____________ Dollars set forth on __________ [if Schedule 1 hereto on , (the Note is to bear interest prior to Maturity, insert - , "Maturity Date") and to pay interest thereon from _________ , or from the most recent "Interest Payment Date Date" to which interest has been paid or duly provided for, [semi-annually on _________and _________] [quarterly on _______, _______, _______ and _______] in of each year, commencing _______________, , and on the Maturity Date, at the rate of ___% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , duly provided for; provided that if any principal and premiumRegistration Default with respect to this Note occurs under the Registration Rights Agreement, then the per annum interest rate on this Note will increase for the period from the occurrence of such Registration Default until such time as no Registration Default is in effect with respect to this Note (at which time the interest rate will be reduced to its initial rate) at a per annum rate of 0.25% for the first 90-day period following the occurrence of such Registration Default, and any such installment by an additional 0.25% thereafter (up to a maximum of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable0.50%), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the "Regular Record Date Date" for such interest, which shall be the _________ or _________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. [if this Note is an Original Note, then insert - ; provided that any accrued and unpaid interest (including any Additional Amounts and additional interest payable upon the occurrence of a Registration Default) on this Note upon the issuance of an Exchange Note in exchange for this Note shall cease to be payable to the Holder hereof and shall be payable on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular Record Date.] Any such interest not so punctually paid or duly provided for will shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the TrusteeTrustee referred to on the reverse hereof, notice whereof of which shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said the Indenture]. [If The Company will at all times appoint and maintain a Paying Agent (which may be the Note is not Trustee) authorized by the Company to bear interest prior to Maturity, insert - The pay the principal of and interest on any Notes of this Note shall not bear interest except series on behalf of the Company and having an office or agency in the case of a default in payment of principal upon accelerationNew York, upon redemption or at Stated Maturity New York and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premiumother cities, if any, as the Company may designate in writing to the Trustee (the "Place of Payment") where Notes of this series may be presented or surrendered for payment and [if applicablewhere notices, insert - any such] interest designations or requests in respect for payments with respect to Notes of this series may be served. The Company has initially appointed The Bank of New York, 000 Xxxxxxx Xxxxxx, New York, New York 10286, as such Paying Agent. Interest payments on this Note will be made at computed and paid on the office or agency basis of the Company maintained for that purpose in __________, in such coin or currency a 360-day year of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register]twelve 30-day months. Reference is hereby made to the further provisions of Interest payable on this Note set forth on any Interest Payment Date and on the reverse hereof, Maturity Date will include interest accrued from and including the most recent Interest Payment Date to which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon interest has been executed by paid or duly provided for (or from and including , , if no interest has been paid on this Note) to but excluding such Interest Payment Date or the Trustee referred to on Maturity Date, as the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposecase may be.

CUSIP No. PNM ResourcesNo. _______ [$]_________ The Interpublic Group of Companies, Inc., a corporation duly organized and existing under the laws of New Mexico Delaware (herein called the "COMPANYCompany," which term includes any successor Person corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, the principal sum of _______________ Dollars [Dollars] on _______________ [if the Note Security is to bear interest prior to Maturity, insert - , insert-- and to pay interest thereon from _______________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________and _________] [quarterly on _______, _______, _______ and _______] ________ in each yearyear [if other than semi-annual payments, insert frequency of payments and payment dates], commencing _____________________, at [if the Security is to bear interest at a fixed rate, insert-- the rate of _____% per annum], [if the Security is to bear interest at a variable or floating rate and if determined with reference to an index, refer to description of index below] until the principal hereof is paid or made available for payment] payment [if applicable, insert - , provided that any principal and premiumapplicable insert--, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from ) at the dates such amounts are due until they are paid or made available for payment, rate of _____% per annum on any overdue principal and such interest shall be payable premium and on demandany overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on the Regular Record Date for such interest, which shall be the __________ or __________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note Securities are floating or adjustable rate securities with respect to which the principal of or any premium or interest may be determined with reference to an index, insert the text of the floating or adjustable rate provision.] [If the Security is not to bear interest prior to Maturity, insert - insert-- The principal of this Note Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium of this Security shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest shall be legally enforceable), which shall accrue from the dates date of such amounts are due until they are paid default in payment to the date payment of such principal has been made or made available for paymentduly provided for. Interest on any overdue principal or premium shall be payable on demand. Any such interest on any overdue principal or premium which that is not so paid on demand shall bear interest at the rate of _____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), which shall accrue from the date of such demand until for payment to the amount so demanded is paid date payment of such interest has been made or made available for payment. Interest on any overdue duly provided for, and such interest shall also be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - insert--any such] interest on this Note Security will be made at the office or agency of the Company maintained for that purpose in _______________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts dollars [if applicable, insert - insert--; provided, however, that at the option of the Company Company, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Security Register]. [If applicable, insert-- So long as all of the Securities of this series are represented by Securities in global form, the principal of, premium, if any, and interest, if any, on this global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities of this series are no longer represented by global Securities and are issued in definitive certificated form, then the principal of, premium, if any, and interest, if any, on each certificated Security at Maturity shall be paid in same day funds to the Holder upon surrender of such certificated Security at the Corporate Trust Office of the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, provided that such certificated Security is surrendered to the Trustee, or at such other place or places as may be designated in or pursuant to the Indenture, provided that such certificated Security is surrendered to the Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to such certificated Securities other than at Maturity may, at the option of the Company, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately designated to the Paying Agent by such Person in writing not later than such relevant Regular or Special Record Date.] Reference is hereby made to the further provisions of this Note Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

CUSIP No. PNM Resources, Inc.000000XX0 Torchmark Corporation, a corporation duly organized and existing under the laws of New Mexico the State of Delaware (herein called the "COMPANY," Company", which term includes any successor Person corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of _____________ Dollars on _______________ [if the Note is to bear interest prior to Maturity, insert - , and to pay interest thereon from No/100 DOLLARS ($_________ ____) on December 15, 2006, and to pay interest thereon from December 14, 2001, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________June 15 and _________] [quarterly on _______, _______, _______ and _______] December 15 in each year, commencing _______________June 15, 2002, at the rate of ___6 1/4% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that payment and on any overdue principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from is enforceable under applicable law) on any overdue installment of interest at the dates such amounts are due until they are paid or made available for payment, and same rate per annum during the period in which such interest shall be payable on demand]remains unpaid. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ June 1 or _________ December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes Securities of this the series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this Note Security will be made at the office or agency of the Company maintained for that purpose in __________New York, New York in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - debts; provided, however, that at the option of the Company Company, payment of -------- ------- interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Security Register]. Payments of interest on this Security will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for this Security shall be computed and paid on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal and premium, if any, and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this Security. In the event that any Interest Payment Date or date of Maturity is not a Business Day, then the required payment of principal, premium, if any, and interest will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay). Reference is hereby made to the further provisions of this Note Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at in this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

CUSIP No. PNM Resources655844 AQ 1 -------------------- NORFOLK SOUTHERN CORPORATION NOTE DUE FEBRUARY 15, Inc.2031 NORFOLK SOUTHERN CORPORATION, a corporation duly organized and existing under the laws of New Mexico the Commonwealth of Virginia (herein called the "COMPANY," Corporation", which term includes any successor Person corporation under the Base Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [_____________ ] Million Dollars on ($[__________ [if the Note is to bear interest prior to Maturity]) on February 15, insert - , 2031 and to pay interest thereon from _________ February 6, 2001 or from the most recent Interest Payment Date interest payment date to which interest has been paid or duly provided for, [semi-annually in arrears on _________August 15 and _________] [quarterly on _______, _______, _______ and _______] in February 15 of each year, commencing _______________August 15, 2001, at the a rate of ___7 1/4% per annum, annum until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that and on any overdue principal and premium, and any such installment of interestif any, which is overdue shall bear interest at the a rate of ___7 1/4% per annum and (without duplication and to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such is enforceable under applicable law) on any overdue installment of interest shall be payable on demand]at a rate of 7 1/4% per annum compounded semi-annually. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date (as defined below) shall be calculated as provided in the Base Indenture. In the event that any date on which interest is payable on this Note is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day, with the same force and effect as if made on such date and no interest shall accrue on the amount so payable from the period from and after such Interest Payment Date or Maturity Date, as the case may be (each date on which interest is actually payable, an "Interest Payment Date"). The interest installment so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such the Base Indenture, be paid to the Person in whose name this Note (or one or more Predecessor NotesSecurity, as defined in said Base Indenture) is registered at the close of business on the Regular Record Date regular record date for such interestinterest installment, which shall be the _________ or _________ (whether or not a Business Day), as close of business on the case may be, August 1 and February 1 next preceding such Interest Payment Date. Any such interest installment not so punctually paid or duly provided for will shall forthwith cease to be payable to the Holder registered Holders on such Regular Record Date regular record date and may either be paid to the Person in whose name this Note (or one or more Predecessor NotesSecurity) is registered at the close of business on a Special Record Date special record date to be fixed by the Trustee for the payment of such Defaulted Interest to be fixed by the Trusteedefaulted interest, notice whereof shall be given to the registered Holders of Notes of this series not less than 10 days prior to such Special Record Datespecial record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said the Base Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) , and [if applicable, insert - any such] the interest on this Note will shall be made payable at the office or agency of the Company Trustee maintained for that purpose in __________, in such any coin or currency of the United States of America as that at the time of payment is legal tender for payment of public and private debts [if applicable, insert - debts; provided, however, that payment of interest may be made, at the option of the Company payment of interest may be made Corporation and upon prior notice to the Trustee, by check mailed to the address of the Person entitled thereto as registered Holder at such address as shall appear in the Note Register]. Reference is hereby made Security Register or by wire transfer to an account designated by a Holder in writing not less than ten days prior to the further date of payment. The indebtedness evidenced by this Note is, to the extent provided in the Base Indenture, equal in right of payment with all other unsecured and unsubordinated indebtedness of the Corporation, and this Note is issued subject to the provisions of the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture with respect thereto. Each Holder of this Note, by accepting the same, agrees to and shall be bound by such provisions, and authorizes and directs the Trustee on his or her behalf to be bound by such provisions. Each Holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the provisions contained herein and in the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture by each Holder of unsecured and unsubordinated indebtedness of the Corporation, whether now outstanding or hereafter incurred, and waives reliance by each such Holder or creditor upon said provisions. This Note shall not be entitled to any benefit under the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture or the Fourth Supplemental Indenture hereinafter referred to, or be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by or on behalf of the Trustee. The provisions of this Note set forth are continued on the reverse hereof, which further side hereof and such continued provisions shall for all purposes have the same effect as if though fully set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

CUSIP No. PNM Resources, Inc.049500XX0 Atmos Energy Corporation, a Texas and Virginia corporation duly organized and existing under the laws of New Mexico (herein called the "COMPANY," Company", which term includes any successor Person entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to , Cede & Co. or registered assigns, assigns the principal sum of _____________ Dollars ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) on __________ [if July 15, 2028, at the Note is office or agency of the Company referred to bear interest prior to Maturity, insert - below, and to pay interest thereon on January 15, 1999 and semiannually thereafter, on January 15 and July 15 in each year, from _________ July 27, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________and _________] [quarterly on _______, _______, _______ and _______] in each year, commencing _______________, at the rate of ___6 3/4% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , duly provided that any principal and premiumfor, and (to the extent lawful) to pay on demand interest on any such installment of interest, which is overdue shall bear interest at the rate borne by the Securities from the date of ___% per annum (the Interest Payment Date on which such overdue interest becomes payable to the extent that the date payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid has been made or made available for payment, and such interest shall be payable on demand]duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ January 1 or _________ July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will for, and interest on such defaulted interest at the interest rate borne by the Securities, to the extent lawful, shall forthwith cease to be payable to the Holder on such Regular Record Date Date, and may either be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series Securities not less than 10 days prior to such Special Record Date, or may be paid at any time in any 2 other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this Note Security will be made at the office or agency of the Company maintained for that purpose in __________The City of New York, or at such other office or agency of the Company as may be maintained for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - debts; provided, however, that payment of interest may be made at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in on the Note Security Register]. Reference is hereby made to the further provisions of this Note Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

CUSIP No. PNM Resources, Inc.Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [ISSUER] SERIES 200_-_ [___]% CLASS A NOTES [Issuer], a [limited liability company] [business trust] duly organized and existing under the laws of New Mexico the State of Delaware (herein called including any successor, the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred toIssuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _____________ Dollars on _____________ [if the Note is to bear interest prior to Maturity, insert - , and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on DOLLARS ($___________), partially payable on each Payment Date in an amount equal to the Class A Noteholders' Monthly Principal Payable Amount; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the [___________] Payment Date and the Redemption Date, if any, pursuant to Section 10.1 of the Indenture. The Issuer will pay interest on this Note at the rate per annum shown above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment Date from the most recent Payment Date on which interest has been paid to but excluding the then current Payment Date or, if no interest has yet been paid, from the date hereof. Interest will be computed on the basis of [quarterly a 360-day year and actual days elapsed]. Such principal of and interest on _______, _______, _______ and _______] this Note shall be paid in each year, commencing the manner specified in the Indenture. _______________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ or _________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes1) is registered at the close Denominations of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. $[If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment] and in greater whole-dollar denominations in excess thereof. Interest on any overdue interest shall be payable on demand.] Payment of the The principal of (and premium, if any) and [if applicable, insert - any such] interest on this Note will be made at the office or agency of the Company maintained for that purpose in __________, are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - ; provided, however, that at the option of the Company payment of interest may be debts. All payments made by check mailed the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the address unpaid principal of the Person entitled thereto as such address shall appear in the Note Register]this Note. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if though fully set forth at on the face of this placeNote. Unless the certificate of authentication hereon has been executed by the Indenture Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

CUSIP No. PNM Resources927460 AB 1 VINTAGE PETROLEUM, Inc.INC., a Delaware corporation duly organized and existing under the laws of New Mexico (herein called the "COMPANY," Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , ............................. or registered assigns, the principal sum of _____________ Dollars ...................... on __________ [if the Note is to bear interest prior to Maturity[ ], insert - 2009, and to pay interest thereon from _________ [ ], 1997, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually semiannually in arrears on _________[ ] and _________] [quarterly on _______, _______, _______ and _______[ ] in each year, commencing _______________[ ], 1997, at the rate of ___[ ]% per annum, both before and after default, with interest upon overdue interest at the same rate (to the extent legally permitted) until the principal hereof is paid or made available for payment] [if applicable, insert - , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ [ ] or _________ [ ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note Security (or one or more Predecessor NotesSecurities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the principal of (and premium, if any) and [if applicable, insert - any such] such interest on this Note Security will be made at the office or agency of the Company maintained for that purpose in __________the Borough of Manhattan in The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Security Register]. Reference is hereby made to the further provisions of this Note Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

CUSIP No. PNM Resources, Inc.553083 BD 7 ----------- MMCA AUTO OWNER TRUST 2000-2 6.78% CLASS A-3 ASSET BACKED NOTES MMCA Auto Owner Trust 2000-2, a corporation duly business trust organized and existing under the laws of New Mexico the State of Delaware (herein called referred to as the "COMPANY," which term includes any successor Person under the Indenture hereinafter referred toIssuer"), for value received, hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of _____________ Dollars TWO HUNDRED SIXTY MILLION DOLLARS payable on __________ [each Payment Date in the aggregate amount, if any, payable from the Note is Payment Account in respect of principal on the Class A-3 Notes pursuant to bear interest Section 2.8 of the Indenture, dated as of November 1, 2000 (as amended, supplemented or otherwise modified and in effect from time to time, the "Indenture"), between the Issuer and Bank of Tokyo-Mitsubishi Trust Company, a New York banking corporation, as Indenture Trustee (in such capacity the "Indenture Trustee"); provided, however, that if not paid prior to Maturitysuch date, insert - the entire unpaid principal amount of this Class A-3 Note shall be due and payable on the earlier of the October 2004 Payment Date (the "Class A-3 Final Payment Date") and the Redemption Date, and if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer shall pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [semi-annually on _________and _________] [quarterly on _______, _______, _______ and _______] in each year, commencing _______________, this Class A-3 Note at the rate of ___% per annum, annum shown above on each Payment Date until the principal hereof of this Class A-3 Note is paid or made available for payment] [if applicable, insert - , provided that any on the principal and premium, and any such installment amount of interest, which is overdue shall bear interest at this Class A-3 Note outstanding on the rate preceding Payment Date (after giving effect to all payments of ___% per annum (to principal made on the extent that the payment of such interest shall be legally enforceablepreceding Payment Date), from subject to certain limitations contained in Section 3.1 of the dates such amounts are due until they are paid or made available Indenture. Interest on this Class A-3 Note will accrue for payment, and such interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest each Payment Date willfrom and including the previous Payment Date (or, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ or _________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. [If the Note is not to bear interest prior to Maturity, insert - The principal of this Note shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption the initial Payment Date or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear if no interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable)has been paid, from the dates Closing Date) to but excluding such amounts are due until they are paid or made available for paymentPayment Date. Interest will be computed on any overdue principal or premium shall be payable on demandthe basis of a 360-day year of twelve 30-day months. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ____% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the Such principal of (and premium, if any) and [if applicable, insert - any such] interest on this Class A-3 Note will shall be made at the office or agency of the Company maintained for that purpose in __________, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - ; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear paid in the Note Register]. Reference is hereby made to the further provisions of this Note set forth manner specified on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.