Common use of Form, Dating and Terms Clause in Contracts

Form, Dating and Terms. (a) Original Securities are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated August 30, 2001, among the Issuer, the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Regulation S Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America will be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer maintained for such purpose in Wilmington, Delaware, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30July 13, 20011998, among the IssuerCompany, Chase Securities Inc. and BancBoston Securities Inc. Initial Securities offered and sold to the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule RULE 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule RULE 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, Security substantially in the form of Exhibit EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, including together with appropriate legends as set forth in Section 2.1(cSECTION 2.1(C) (the "Rule RULE 144A Global NoteGLOBAL NOTE"), deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation REGULATION S NoteNOTE") in reliance on Regulation S shall under the Securities Act ("REGULATION S") will be issued on the Issue Date in the form of a permanent temporary global Security Security, without interest coupons, substantially in the form set forth in EXHIBIT A, which are hereby incorporated by reference and made a part of Exhibit A this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a Non-U.S. Person (a "REGULATION S CERTIFICATE"), substantially in the form set forth in SECTION 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Trustee or an Authenticating Agent (as defined in SECTION 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note", a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of Exhibit A EXHIBIT A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in SECTION 2.1(C) (the "Institutional Accredited Investor Global NoteINSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit EXHIBIT B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including with the appropriate legend set forth in Section 2.1(cSECTION 2.1(C) (the "Exchange Global NoteEXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Exchange Global Note and the Exchange Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "Global SecuritiesGLOBAL SECURITIES." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section SECTION 2.3; providedPROVIDED, howeverHOWEVER, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments The Private Exchange Securities shall be in respect the form of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits EXHIBITS A and AND B and in Section 2.1(cSECTION 2.1(C). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit EXHIBIT A and Exhibit EXHIBIT B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original Securities The Initial Notes are being offered and sold by the Issuer Company pursuant to a the Purchase Agreement, dated August 30, 2001, among the Issuer, the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities Initial Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("“Rule 144A"”)) in reliance on Rule 144A ("“QIBs"”) and (B) Persons other than Non-U.S. Persons (as defined in reliance upon Regulation S under the Securities Act ("“Regulation S"”)) in reliance on Regulation S. . Such Original Securities Initial Notes may thereafter be transferred to, to among others, QIBs, purchasers Non-U.S. Persons in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, Act in each case in accordance with reliance on the procedure described herein. Initial Securities Notes offered and sold to qualified institutional buyers the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Note"”) will be issued on the Issue Date in the form of a permanent global SecurityNote, without interest coupons, substantially in the form of Exhibit AA hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) hereof (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America (the "“Regulation S Note"”) in reliance on Regulation S shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto, including appropriate legends as set forth in Section 2.1(c) hereof (the "“Regulation S Global Note") ”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "“accredited investors" ” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("“IAIs"”) in the United States of America will be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." The ” Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.32.3 hereof; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payeeRegister. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Any Subsequent Notes shall be in the form of Exhibit A hereto. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits Exhibit A and B hereto and in Section 2.1(c)) hereof. The Issuer Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30March 12, 20011998, by and among the IssuerCompany, the Hanover Subsidiary Guarantors named on the signature pages thereto, Chase Securities Inc., Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, BT Xxxx Xxxxx Incorporated and Xxxxxxx Xxxxx & Co.ING Baring (U.S.) Securities, as representatives of Inc. (the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144APurchase Agreement")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including together with appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall will be issued on the Issue Date in the form of a permanent temporary global Security Security, without interest coupons, substantially in the form set forth in Exhibit A, which is hereby incorporated by reference and made a part of Exhibit A this Indenture, together with appropriate legends as set forth in Section 2.1(c) (a "Regulation S Temporary Global Note"), deposited with the Trustee as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "Regulation S Permanent Global Note", together with the Regulation S Temporary Global Note, the "Regulation S Global Note") on or after the expiration of the Restricted Period (the "Release Date") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a non-United States Person within the meaning of Regulation S (a "Regulation S Certificate"), substantially in the form set forth in Section 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Authenticating Agent (each, as defined in Section 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules Rule 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "Institutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of set forth in Exhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in Section 2.1(c) (the "Institutional Accredited Investor Global Note") ), deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of set forth in Exhibit BB hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, including with the appropriate legend set forth in Section 2.1(c) hereof (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Exchange Global Note and the Exchange Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments The Private Exchange Securities shall be in respect the form of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTCExhibit A hereto. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30May 23, 2001, among the IssuerCompany, X.X. Xxxxxx Securities Inc., Credit Suisse First Boston Corporation, Banc of America Securities LLC, Scotia Capital (USA) Inc., BNY Capital Markets, Inc. and RBC Dominion Securities Corporation (collectively, the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein"INITIAL PURCHASERS"). The Original Initial Securities issued on the date hereof will be in an aggregate principal amount of $400,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, an aggregate principal amount of up to $100,000,000 of Additional Securities. The Initial Securities and Additional Securities will be resold by the Initial Purchasers initially only to (A) qualified institutional buyers (as defined QIBs in reliance on Rule 144A under the Securities Act ("Rule RULE 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than Non-U.S. Persons (as defined in reliance on Regulation S under the Securities Act ("Regulation REGULATION S")) in reliance on Regulation S. . Such Original Initial Securities and Additional Securities may thereafter be transferred to, among others, QIBs, purchasers Non-U.S. Persons and institutional "accredited investors" (as defined in reliance on Regulation S Rules 501(a)(1), (2), (3) and IAIs (7) under the Securities Act who are not QIBs ("IAIS")) in accordance with Rule 501 of the Securities Act, in each case Act in accordance with the procedure described herein. Initial Securities and Additional Securities offered and sold to qualified institutional buyers QIBs in the United States of America in reliance on Rule 144A (the each, a "Rule RULE 144A NoteSECURITY") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit AEXHIBIT A hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section SECTION 2.1(c) herein (the a "Rule RULE 144A Global NoteGLOBAL SECURITY"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note Security may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall (each, a "REGULATION S SECURITY") will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form set forth in EXHIBIT A hereto, which is hereby incorporated by reference and made a part of Exhibit A this Indenture, including appropriate legends as set forth in SECTION 2.1(c) herein (the a "Regulation REGULATION S Global NoteGLOBAL SECURITY") ), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note Security may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. On the Issue Date a similar global Security to represent Initial Securities that may be resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") IAIs in the United States (each, an "INSTITUTIONAL ACCREDITED INVESTOR SECURITY"), will be issued in the form of America a single global Security, without interest coupons, substantially in the form set forth in EXHIBIT A hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in SECTION 2.1(c) herein ("INSTITUTIONAL ACCREDITED INVESTOR GLOBAL SECURITY"), deposited with DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate amount of the Institutional Accredited Investor Global Security may from time to time be increased or decreased by adjustments made on the records of DTC as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Security, the Regulation S Security and the Institutional Accredited Investor Security, if any, will be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit BEXHIBIT B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee DTC as hereinafter provided, including the appropriate legend set forth in Section SECTION 2.1(c) herein (the each, an "Exchange Global NoteEXCHANGE GLOBAL SECURITY"). The Exchange Global Note Security may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate amount of the Exchange Global Security may from time to time be increased or decreased by adjustments made on the records of DTC as hereinafter provided. Each Rule 144A Global NoteSecurity, the each Regulation S Global NoteSecurity, the each Institutional Accredited Investor Global Note Security and the each Exchange Global Note Security are sometimes collectively herein referred to as the "Global SecuritiesGLOBAL SECURITIES." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer maintained for such purpose in Wilmington, Delaware, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms."

Form, Dating and Terms. (a) Original Securities The Initial Notes are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30October 9, 20012002, among the IssuerCompany, the Hanover Guarantors Guarantor and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named thereinInitial Purchasers. The Original Securities Initial Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("“Rule 144A"”)) in reliance on Rule 144A ("“QIBs"”) and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("“Regulation S"”)) in reliance on Regulation S. Such Original Securities Initial Notes may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, Act in each case in accordance with reliance on the procedure described herein. Initial Securities Notes offered and sold to qualified institutional buyers the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Note"”) will be issued on the Issue Date in the form of a permanent global SecurityNote, without interest coupons, substantially in the form of Exhibit AA hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) hereof (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America (the "“Regulation S Note"”) in reliance on Regulation S shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto, including appropriate legends as set forth in Section 2.1(c) hereof (the "“Regulation S Global Note") ”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "“accredited investors" ” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("“IAIs"”) in the United States of America will be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of Exhibit BB hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) hereof (the "“Exchange Global Note"”). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." The ” Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.32.3 hereof; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payeeRegister. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Any Subsequent Notes shall be in the form of Exhibit A hereto. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits Exhibit A hereto and Exhibit B hereto and in Section 2.1(c)) hereof. The Issuer Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A hereto and Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30November 15, 20012002, among the Issuer, the Hanover Guarantors and between Xxxxxxx Xxxxx & Co., as representatives of Xxxxxx Inc. and the several other initial purchasers named therein, as initial purchasers (collectively, the "INITIAL PURCHASERS") and the Company. The Original Initial Securities issued on the date hereof will be in an aggregate principal amount of $250,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities. The Initial Securities and Additional Securities will be resold initially only to (A) qualified institutional buyers (as defined QIBs in reliance on Rule 144A under the Securities Act ("Rule RULE 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than Non-U.S. Persons (as defined in reliance on Regulation S under the Securities Act ("Regulation REGULATION S")) in reliance on Regulation S. . Such Original Initial Securities and Additional Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S Non-U.S. Persons and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Regulation S Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in accordance with the procedures set forth herein. Initial Securities and Additional Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A (each, a "RULE 144A SECURITY") will be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of Exhibit EXHIBIT A (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit Bhereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee including appropriate legends as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) hereof (the a "Exchange Global NoteRULE 144A GLOBAL SECURITY"), deposited with DTC (for the benefit of its nominee), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Rule 144A Global Note Securities representing the Initial Securities or Additional Securities may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global NoteSecurity may from time to time be increased or decreased by adjustments made on the records of DTC as hereinafter provided. Initial Securities and Additional Securities offered and sold outside the United States in reliance on Regulation S (each, a "REGULATION S SECURITY") will be issued in the form of a global Security, without interest coupons, substantially in the form set forth in EXHIBIT A hereto, including appropriate legends as set forth in Section 2.1(c) hereof (a "REGULATION S GLOBAL SECURITY"), deposited with DTC (for the benefit of its nominee), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Securities representing the Initial Securities or Additional Securities may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Security may from time to time be increased or decreased by adjustments made on the records of DTC as hereinafter provided. Securities that may be resold to IAIs in the United States (each, an "IAI SECURITY"), will be issued in the form of definitive fully registered Securities, without interest coupons, substantially in the form set forth in EXHIBIT A hereto, including appropriate legends as set forth in Section 2.1(c) hereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided and delivered to the respective IAIs. Exchange Securities exchanged for interests in the Rule 144A Security, the Regulation S Security and the IAI Security, if any, will be issued in the form of a permanent global Security substantially in the form of EXHIBIT B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with DTC (for the benefit of its nominee), as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) hereof each, an "EXCHANGE GLOBAL SECURITY"). The Exchange Global NoteSecurities may be represented by more than one certificate, if so required by the Institutional Investor Global Note and Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate amount of the Exchange Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Depositary as hereinafter provided. Each Rule 144A Global Security, each Regulation S Global Security and each Exchange Global Security are sometimes collectively herein referred to as the "Global SecuritiesGLOBAL SECURITIES." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer maintained for such purpose in Wilmington, Delaware, or at such other office or agency of the Issuer as may be maintained for such purpose issued pursuant to Section 2.3; provided, however, that, at the option 2.1(d)(vii) hereof in exchange for or upon transfer of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located beneficial interests in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security may be in the form of permanent certificated Securities, without interest coupons, in substantially the form set forth in EXHIBIT A or EXHIBIT B, as appropriate, including appropriate legends set forth in Section 2.1(c) hereof (including principal, premium and interest) will be made by wire transfer of immediately available funds the "DEFINITIVE SECURITIES"). Definitive Securities issued in exchange for beneficial interests in the Rule 144A Global Security are hereinafter referred to as "RULE 144A DEFINITIVE SECURITIES." Definitive Securities issued in exchange for beneficial interests in the accounts specified by DTC. Regulation S Global Security are hereinafter referred to as "REGULATION S DEFINITIVE SECURITIES." Definitive Securities issued to IAIs are hereinafter referred to as "IAI DEFINITIVE SECURITIES." The Securities may have notations, legends or endorsements required by law, stock exchange ex-change rule or usage, in addition to those set forth on Exhibits EXHIBITS A and B hereto and in Section 2.1(c)) hereof. The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit EXHIBITS A and Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30June __, 20011998, among the IssuerCompany, the Hanover Guarantors and Xxxxxxx Chase Securities Inc., Xxxxxxx, Xxxxx & Co., as representatives of Co. and NatWest Capital Markets Limited. Initial Securities offered and sold to the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including together with appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form set forth in Exhibit A, which is hereby incorporated by reference and made a part of Exhibit A this Indenture, together with appropriate legends as set forth in Section 2.1(c) (the "Regulation S Global Note") deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "Institutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of Exhibit A A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in Section 2.1(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including with the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Exchange Global Note and the Exchange Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments The Private Exchange Securities shall be in respect the form of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original Securities are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated August 30, 2001, among the Issuer, the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers the Additional Securities shall be in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in substantially the form of a permanent global Security, without interest coupons, substantially set forth in the form of Exhibit AA hereto, which is hereby incorporated by reference and made a part of this Indenture, and the Exchange Securities shall be in substantially the form set forth in Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture. Initial Securities and Additional Securities offered, sold, and resold to QIBs in the United States of America in reliance on Rule 144A will be issued initially in the form of a permanent global Security, including appropriate legends as set forth in Section 2.1(c) below (the "each, a “Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The A Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and Additional Securities offered, sold and resold outside the United States of America (the "Regulation S Note") to Non-U.S. Persons in reliance on Regulation S shall will be issued initially in the form of a permanent global Security substantially Security, including appropriate legends as set forth in the form of Exhibit A Section 2.1(c) below (the "each, a “Regulation S Global Note") ”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The A Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities or Additional Securities resold after an initial resale thereof to QIBs in reliance on Rule 144A or an initial resale thereof in reliance on Regulation S to institutional "“accredited investors" ” (as defined in Rules 501(a)(1), (2), (3) and or (7) under the Securities Act) who are not QIBs ("IAIs"each, an “IAI”) in the United States of America in accordance with the procedure described herein will be initially issued in the form of a permanent global Security substantially in the form of Exhibit A (the "each, an “Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The An Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the an Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the a Rule 144A Global Note, the a Regulation S Global Note and the or an Institutional Accredited Investor Global Note will be issued initially in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this IndentureSecurity, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) below (the "each, an “Exchange Global Note"”). The An Exchange Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global NoteNotes, the Regulation S Global NoteNotes, the Institutional Investor Global Note Notes and the Exchange Global Note Notes are sometimes collectively herein referred to as the "“Global Securities." The ” Except as described in the succeeding two sentences, the principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payeeRegister. Payments in respect of Securities represented by a Global Security (including principal, premium principal and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c)) below. The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original Securities are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated August 30, 2001, among the Issuer, the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers the Additional Securities shall be in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in substantially the form of a permanent global Security, without interest coupons, substantially set forth in the form of Exhibit AA hereto, which is hereby incorporated by reference and made a part of this Indenture, and the Exchange Securities shall be in substantially the form set forth in Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture. Initial Securities and Additional Securities offered, sold, and resold to QIBs in the United States of America in reliance on Rule 144A will be issued initially in the form of a permanent global Security, including appropriate legends as set forth in Section 2.1(c) below (the each, a "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The A Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and Additional Securities offered, sold and resold outside the United States of America (the "Regulation S Note") to Non-U.S. Persons in reliance on Regulation S shall will be issued initially in the form of a permanent global Security substantially Security, including appropriate legends as set forth in the form of Exhibit A Section 2.1(c) below (the each, a "Regulation S Global Note") ), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The A Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities or Additional Securities resold after an initial resale thereof to QIBs in reliance on Rule 144A or an initial resale thereof in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and or (7) under the Securities Act) who are not QIBs (each, an "IAIsIAI") in the United States of America in accordance with the procedure described herein will be initially issued in the form of a permanent global Security substantially in the form of Exhibit A (the each, an "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The An Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the an Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the a Rule 144A Global Note, the a Regulation S Global Note and the or an Institutional Accredited Investor Global Note will be issued initially in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this IndentureSecurity, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) below (the each, an "Exchange Global Note"). The An Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global NoteNotes, the Regulation S Global NoteNotes, the Institutional Investor Global Note Notes and the Exchange Global Note Notes are sometimes collectively herein referred to as the "Global Securities." The Except as described in the succeeding two sentences, the principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payeeRegister. Payments in respect of Securities represented by a Global Security (including principal, premium principal and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c)) below. The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original Securities The Initial Notes are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30July 6, 2001, 2005 among the IssuerCompany, the Hanover Guarantors Guarantor and Xxxxxxx Xxxxx & Co., as representatives of Representatives to the several initial purchasers named thereinInitial Purchasers. The Original Securities Initial Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("“Rule 144A"”)) in reliance on Rule 144A ("“QIBs"”) and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("“Regulation S"”)) in reliance on Regulation S. Such Original Securities Initial Notes may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, Act in each case in accordance with reliance on the procedure described herein. Initial Securities Notes offered and sold to qualified institutional buyers the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Note"”) will be issued on the Issue Date in the form of a permanent global SecurityNote, without interest coupons, substantially in the form of Exhibit AA hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c2.01(c) hereof (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America (the "“Regulation S Note"”) in reliance on Regulation S shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto, including appropriate legends as set forth in Section 2.01(c) hereof (the "“Regulation S Global Note") ”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "“accredited investors" ” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("the “IAIs"”) in the United States of America will be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of Exhibit BB hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c2.01(c) hereof (the "“Exchange Global Note"”). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." The ” Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.32.03 hereof; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payeeRegister. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Any Subsequent Notes shall be in the form of Exhibit A hereto. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits Exhibit A hereto and Exhibit B hereto and in Section 2.1(c)2.01(c) hereof. The Issuer Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A hereto and Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30May 7, 20011998, 27 19 among the IssuerCompany, the Hanover Guarantors Subsidiary Guarantors, Chase Securities Inc. and Xxxxxxx Xxxxx & Co., as representatives of NationsBanc Montxxxxxx Xxxurities LLC. Initial Securities offered and sold to the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including together with appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form set forth in Exhibit A, which is hereby incorporated by reference and made a part of Exhibit A this Indenture, together with appropriate legends as set forth in Section 2.1(c) (the "Regulation S Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "Institutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of Exhibit A A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in Section 2.1(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby 28 20 incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including with the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Exchange Global Note and the Exchange Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments The Private Exchange Securities shall be in respect the form of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original Securities are being offered and sold by the Issuer pursuant Company in repayment of indebtedness under the Company's 2003 Credit Facility to a Purchase Agreement, dated August 30, 2001, among the Issuer, lenders under the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities will be resold initially only to 2003 Credit Facility who are either (A1) qualified institutional buyers (accredited investors as defined in Rule 144A 501 of Regulation D Promulgated under the Securities Act ("Rule 144AREGULATION D")) in reliance on Rule 144A 506 of Regulation D ("QIBsACCREDITED INVESTORS") and (B2) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation REGULATION S")) in reliance on Regulation S. Such Original Securities may thereafter after issuance be transferred to, to among others, QIBsqualified institutional buyers (as defined in Rule 144A under the Securities Act ("RULE 144A")) in reliance on Rule 144A ("QIBS"), purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case Regulation D in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule RULE 144A NoteNOTE") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the "Rule RULE 144A Global NoteGLOBAL NOTE"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold to Accredited Investors in the United States of America in reliance on Rule 506 of Regulation D who are not QIBs (the "ACCREDITED INVESTOR NOTE") will be issued on the Issue Date, and Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIS") in the United States of America will be issued, in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the "ACCREDITED INVESTOR GLOBAL NOTE"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation REGULATION S NoteNOTE") in reliance on Regulation S shall be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Regulation REGULATION S Global NoteGLOBAL NOTE") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America will be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global NoteEXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global SecuritiesGLOBAL SECURITIES." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Original Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30March 1, 2001, among the IssuerCompany, the Hanover Subsidiary Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named thereinInitial Purchasers. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case Act in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Note") ), will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered offered, sold and sold resold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall be issued in the form of a permanent global Security substantially in the form of Exhibit A A, including appropriate legends as set forth in (c) (the "Regulation S Global Note") ), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America will be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The Except as described in the succeeding two sentences, the principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payeeRegister. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Private Exchange Securities shall be in the form of Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original The Initial Securities ---------------------- are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30January 14, 20011999, among the IssuerCompany, the Hanover Guarantors Guarantors, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. Chase Securities Inc. The Original Initial Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") (B) institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (B7) under the Securities Act) who are not QIBs ("IAIs")and (C) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Initial Securities may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case Act in accordance with the procedure described herein. Initial Securities of each series offered and sold to qualified institutional buyers QIBs in the United States of America in reliance on Rule 144A (the each, a "Rule 144A Note") will be issued on the Issue Closing Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the each, a "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note for each series may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note for each series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities of each series offered and sold outside the United States of America (the each, a "Regulation S Note") in reliance on Regulation S shall will be issued on the Closing Date in the form of a permanent temporary global Security Security, without interest coupons, substantially in the form of set forth in Exhibit A which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (each, a "Regulation S Temporary Global Note"). Beneficial interests in the Regulation S Temporary Global Note of each series will be exchangeable for beneficial interests in a single permanent global security for such series (each, a "Regulation S Permanent Global Note", together with the applicable Regulation S Temporary Global Note for such series, the "Regulation S Global Note" for such series) on or within a reasonable period after the expiration of the Restricted Period (the "Release Date") upon the receipt by the Trustee or its agent of a certificate (a "Regulation S Certificate") certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note of such series is a non- United States Person within the meaning of Regulation S. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate for any series, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Authenticating Agent shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note for such series and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note of such series covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note for such series. Upon any exchange of a portion of a Regulation S Temporary Global Note of any series for a comparable portion of a Regulation S Permanent Global Note for such series, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note for such series, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note for such series, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note of each series will be deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note of each series may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note of each series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold of each series offered and sold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") IAIs in the United States of America will be issued on the Closing Date in the form of a permanent global Security non-global, fully registered form, without interest coupons, substantially in the form set forth in Exhibit A, which is hereby incorporated by reference and made a part of Exhibit A (the "Institutional Accredited Investor Global Note") deposited with the Trusteethis Indenture, including appropriate legends as custodian for DTCset forth in Section 2.1(c), duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The provided (each, an "Institutional Accredited Investor Global Note may be represented by more that one certificateNote"). Upon such issuance, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Trustee shall register any such Institutional Accredited Investor Note in the name of the beneficial owner or owners of such note (or the nominee of such beneficial owner or owners) and deliver the certificates for such Institutional Accredited Investor Notes to the respective beneficial owner or owners. Upon transfer of such Institutional Accredited Investor Notes of any series to a QIB or to a Non-U.S. Person, such Institutional Accredited Investor Notes of such series will, unless the Rule 144A Global Note may from time for such series, in the case of a transfer to time a QIB, or the Regulation S Global Note for such series, in the case of a transfer to a Non-U.S. Person, has previously been exchanged for Definitive Securities of such series pursuant to Section 2.1(e), be increased or decreased by adjustments made on exchanged for an interest in a Global Security of such series pursuant to the records provisions of the Trustee, as custodian for DTC or its nominee, as hereinafter providedSection 2.6. Exchange Securities of each series exchanged for interests in the Rule 144A NoteNote of such series, the Regulation S Note of such series and the Institutional Accredited Investor Global Note Notes of such series will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the each, a "Exchange Global Note"). The Exchange Global Note for each series may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Each Rule 144A Global NoteNote for any series, the each Regulation S Global Note, the Institutional Investor Global Note for any series and the each Exchange Global Note for any series are sometimes collectively herein referred to as the "Global Securities." for such series. The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, Delawarethe Borough of Manhattan in the City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each -------- ------- installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) and; provided, further, that all payments with respect to the Securities, the Holders -------- ------- of which have given wire transfer instructions to an account located in the United States maintained Company and the Paying Agent prior to the applicable record date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the payeeHolders thereof. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Private Exchange Securities of each series shall be in the form of Exhibit A. The Securities of each series may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original Securities The Initial Notes are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30May 15, 20011998, among the IssuerCompany and Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, Chase Securities Inc., and J.P. Xxxxxx Xxxurities Inc. (the Hanover Guarantors "Purchase Agreement"). Initial Notes offered and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities will be resold initially only sold to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A NoteNotes") will be issued on the Issue Date in the form of a single, permanent global SecuritySecurity in definitive, without interest coupons, fully registered book-entry form substantially in the form of Exhibit A, which is hereby incorporated by reference and expressly made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) Indenture (the "Rule 144A Global Note"), registered in the name of a nominee of the Depositary, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities Notes offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued in the form of a single, permanent global Security in definitive, fully registered book-entry form substantially in the form of Exhibit A (the "Regulation S Global Note") registered in the name of Cede & Co., as nominee of the Depositary, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for DTCthe Depositary, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Morgxx Xxxranty Trust Company of New York, Brussels office, as operator of the Euroclear System, or Cedel Bank, societe anonyme, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities Notes resold to institutional "accredited investors" (as defined in Rules Rule 501(a)(1), (2), (3) and or (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "Institutional Accredited Investor Note") will be issued in the form of a single, permanent global Security in definitive, fully registered book-entry form substantially in the form of 13 Exhibit A (the "Institutional Accredited Investor Global Note") registered in the name of a nominee of the Depositary deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of set forth in Exhibit BB hereto, which is hereby incorporated by reference and expressly made a part of this Indenture, deposited with the Trustee as hereinafter provided, including with the appropriate applicable legend set forth in Section 2.1(c) hereof (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Exchange Global Note and the Exchange Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located Register. The Private Exchange Securities shall be in the United States maintained by the payee. Payments in respect form of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). B. The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a the Purchase Agreement, dated August 30, 2001, among . Initial Securities offered and sold to the Issuer, the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule RULE 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule RULE 144A NoteNOTE") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including together with appropriate legends as set forth in Section 2.1(c) (the "Rule RULE 144A Global NoteGLOBAL NOTE"), deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall will be issued on the Issue Date in the form of a permanent temporary global Security Security, without interest coupons, substantially in the form set forth in Exhibit A, which is hereby incorporated by reference and made a part of Exhibit A this Indenture, together with appropriate legends as set forth in Section 2.1(c) (a "REGULATION S TEMPORARY GLOBAL NOTE"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global Security (the "REGULATION S PERMANENT GLOBAL NOTE", together with the Regulation S Temporary Global Note, the "REGULATION S GLOBAL NOTE") on or after the expiration of the Restricted Period (the "RELEASE DATE") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a non-United States Person within the meaning of Regulation S (a "REGULATION S CERTIFICATE"), substantially in the form set forth in Section 2.14. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a written order of the Company signed by two officers for authentication, the Trustee shall authenticate and deliver to the Note Custodian, the Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the Note Custodian shall exchange on behalf of the applicable beneficial owners the portion of the Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulations S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the Note Custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the Regulation S Temporary Global Note", a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian Note Custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made ade on the records of the Trustee, as custodian Note Custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "INSTITUTIONAL ACCREDITED INVESTOR NOTE") will be issued in the form of a permanent global Security substantially in the form of Exhibit A A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in Section 2.1(c) (the "Institutional Accredited Investor Global NoteINSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for DTCNote Custodian, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian Note Custodian for DTC the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including with the appropriate legend set forth in Section 2.1(c) (the "Exchange Global NoteEXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Exchange Global Note and the Exchange Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; providedPROVIDED, howeverHOWEVER, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments The Private Exchange Securities shall be in respect the form of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Original Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30May 14, 20011998, among the IssuerCompany, the Hanover Guarantors Subsidiary Guarantors, Chase Securities Inc. and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named thereinBancAmerica Xxxxxxxxx Xxxxxxxx. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case Act in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue a Closing Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall will be issued on a Closing Date in the form of a permanent temporary global Security Security, without interest coupons, substantially in the form set forth in Exhibit A, which is hereby incorporated by reference and made a part of Exhibit A this Indenture, including appropriate legends as set forth in Section 2.1(c) (a "Regulation S Temporary Global Note"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "Regulation S Permanent Global Note", together with the Regulation S Temporary Global Note, the "Regulation S Global Note") on or after the expiration of the Restricted Period (the "Release Date") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a non-United States Person within the meaning of Regulation S (a "Regulation S Certificate"), substantially in the form set forth in Section 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Authenticating Agent (as defined in Section 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America will be issued in the form of a permanent global Security non-global, fully registered form, without interest coupons, substantially in the form set forth in Exhibit A, which is hereby incorporated by reference and made a part of Exhibit A (the "Institutional Accredited Investor Global Note") deposited with the Trusteethis Indenture, including appropriate legends as custodian for DTCset forth in Section 2.1(c), duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The provided (each, an "Institutional Accredited Investor Global Note may be represented by more that one certificateNote"). Upon such issuance, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Trustee shall register such Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on in the records name of the Trusteebeneficial owner or owners of such note (or the nominee of such beneficial owner or owners) and deliver the certificates for such Institutional Accredited Investor Notes to the respective beneficial owner or owners. Upon transfer of such Institutional Accredited Investor Notes to a QIB or to a Non-U.S. Person, as custodian such Institutional Accredited Investor Notes will, unless the Rule 144A Global Note, in the case of a transfer to a QIB, or the Regulation S Global Note, in the case of a transfer to a Non-U.S. Person, has previously been exchanged for DTC or its nomineeDefinitive Securities pursuant to Section 2.1(e), as hereinafter providedbe exchanged for an interest in a Global Security pursuant to the provisions of Section 2.6. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note Notes will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Private Exchange Securities shall be in the form of Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original Securities The Initial Notes are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30June 25, 20011998, among the IssuerCompany, the Hanover Guarantors and Xxxxxxx Chase Securities Inc., Xxxxxxx, Xxxxx & Co., as representatives of Co. and NatWest Capital Markets Limited. Initial Notes offered and sold to the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including together with appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities Notes offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall will be issued on the Issue Date in the form of a permanent global Security Security, without interest coupons, substantially in the form set forth in Exhibit A, which is hereby incorporated by reference and made a part of Exhibit A this Indenture, together with appropriate legends as set forth in Section 2.1(c) (the "Regulation S Global Note") deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities Notes resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "Institutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of Exhibit A A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in Section 2.1(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including with the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Exchange Global Note and the Exchange Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments The Private Exchange Securities shall be in respect the form of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original The Initial Securities ---------------------- are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30April 27, 20011998, among the IssuerCompany, the Hanover Guarantors Guarantors, Chase Securities Inc. and Xxxxxxx Xxxxx & Co., as representatives of Xxxxxx Brothers Inc. Initial Securities offered and sold to the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the --------- United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date -------------- in the form of a permanent global Security, without interest coupons, Security substantially in the form of Exhibit ------- A, which is hereby incorporated by reference and made a part of this Indenture, including - together with appropriate legends as set forth in Section 2.1(c) (the "Rule -------------- ---- 144A Global Note"), deposited with the Trustee, as custodian for DTCthe Depositary, ---------------- duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall will be issued on the ----------------- Issue Date in the form of a permanent temporary global Security Security, without interest coupons, substantially in the form set forth in Exhibit A, which are hereby incorporated --------- by reference and made a part of Exhibit A this Indenture, together with appropriate legends as set forth in Section 2.1(c) (a "Regulation S Temporary Global Note"). -------------- ---------------------------------- Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "Regulation S Permanent Global Note", together with the Regulation S Temporary ---------------------------------- Global Note, the "Regulation S Global Note") on or after the expiration of the ------------------------ Restricted Period (the "Release Date") upon the receipt by the Trustee or its ------------ agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a non-United States Person within the meaning of Regulation S (a "Regulation S Certificate"), substantially in the ------------------------ form set forth in Section 2.8. Upon receipt by the Trustee or Paying Agent of a ----------- Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Authenticating Agent (as defined in Section 2.2) shall ----------- authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "Institutional Accredited Investor Note") will be -------------------------------------- issued in the form of a permanent global Security substantially in the form of Exhibit A A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in Section 2.1(c) (the -------------- "Institutional Accredited Investor Global Note") deposited with the Trustee, as --------------------------------------------- custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including with the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global -------------- -------------------- Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Exchange Global Note and the Exchange Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "Global Securities." ----------------- The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, ----------- however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments The Private Exchange Securities shall be in respect the form of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B ---------------- and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of -------------- the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to --------- --------- the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original Securities The Notes are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30September 22, 2001, 2005 among the IssuerCompany, the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named thereinInitial Purchaser. The Original Securities Notes will be resold initially only to (Ai) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("“Rule 144A"”)) in reliance on Rule 144A ("“QIBs"”) and (Bii) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("“Regulation S"”)) in reliance on Regulation S. Such Original Securities Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, Act in each case in accordance with reliance on the procedure described herein. Initial Securities Notes offered and sold to qualified institutional buyers the Initial Purchaser, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Note"”) will be issued on the Issue Date in the form of a permanent global SecurityNote, without interest coupons, substantially in the form of Exhibit AA hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c2.01(c) hereof (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America (the "“Regulation S Note"”) in reliance on Regulation S shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto, including appropriate legends as set forth in Section 2.01(c) hereof (the "“Regulation S Global Note") ”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "“accredited investors" ” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("the “IAIs"”) in the United States of America will be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of Exhibit BA hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c2.01(c) hereof (the "“Exchange Global Note"”). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global Securities." The Notes”. Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.32.03 hereof; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than the March 15 or September 15 next preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits Exhibit A and B hereto and in Section 2.1(c)2.01(c) hereof, provided that any such notation, legend or endorsement is in a form reasonably acceptable to the Company. The Issuer Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original Securities The Initial Notes are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30April 7, 2001, 2004 among the IssuerCompany, the Hanover Guarantors Guarantor and Xxxxxxx Xxxxx & Co., as representatives of Representatives to the several initial purchasers named thereinInitial Purchasers. The Original Securities Initial Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities Initial Notes may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, Act in each case in accordance with reliance on the procedure described herein. Initial Securities Notes offered and sold to qualified institutional buyers the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global SecurityNote, without interest coupons, substantially in the form of Exhibit AA hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c2.01(c) hereof (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto, including appropriate legends as set forth in Section 2.01(c) hereof (the "Regulation S Global Note") ), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (the "IAIs") in the United States of America will be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of Exhibit BB hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c2.01(c) hereof (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global SecuritiesNotes." The Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.32.03 hereof; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payeeRegister. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Any Subsequent Notes shall be in the form of Exhibit A hereto. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits Exhibit A hereto and Exhibit B hereto and in Section 2.1(c)2.01(c) hereof. The Issuer Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A hereto and Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a the Purchase Agreement, dated August 30, 2001, among the Issuer, the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers ("QIB"s) (as defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act")) in the United States of America in reliance on Rule 144A (the "Rule 144A NoteSecurities") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, Security substantially in the form of Exhibit A, which is hereby incorporated by reference and expressly made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) Indenture (the "Restricted Rule 144A Global NoteSecurity"), deposited with the Trustee, as custodian for DTCthe Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Restricted Rule 144A Global Note Security may be represented by more than one certificate, if so required by DTCthe Depository's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Restricted Rule 144A Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depository or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Restricted Regulation S Global NoteSecurity") deposited with the Trustee, as custodian for DTCthe Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Restricted Regulation S Global Note Security may be represented by more than one certificate, if so required by DTCthe Depository's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Restricted Regulation S Global Note Security may from time to time be increased or decreased by adjustments made on the 29 38 records of the Trustee, as custodian for the Depository or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in the United States of America (the "Institutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Restricted Institutional Accredited Investor Global Security") deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Institutional Accredited Investor Global Security may be represented by more than one certificate, if so required by the Depository's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Restricted Institutional Accredited Investor Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America will be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC Depository or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of set forth in Exhibit BB hereto, which is hereby incorporated by reference and expressly made a part of this Indenture, deposited with the Trustee as hereinafter provided, including with the appropriate applicable legend set forth in Section 2.1(c) hereof (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTCthe Depository's rules regarding the maximum principal amount to be represented by a single certificate. The Restricted Rule 144A Global NoteSecurity, the Restricted Regulation S Global NoteSecurity, the Institutional Investor Exchange Global Note and the Exchange Restricted Institutional Accredited Investor Global Note Security are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer or other electronic funds transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to provided that the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer and payee has given the Trustee shall approve appropriate wire instructions at least 15 days before the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such termsrelevant payment date.

Form, Dating and Terms. (a) Original Securities The Initial Notes are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30May 14, 2001, 2003 among the IssuerCompany, the Hanover Guarantors Guarantor and Xxxxxxx Xxxxx & Co., as representatives of Representatives to the several initial purchasers named thereinInitial Purchasers. The Original Securities Initial Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("“Rule 144A"”)) in reliance on Rule 144A ("“QIBs"”) and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("“Regulation S"”)) in reliance on Regulation S. Such Original Securities Initial Notes may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, Act in each case in accordance with reliance on the procedure described herein. Initial Securities Notes offered and sold to qualified institutional buyers the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "“Rule 144A Note"”) will be issued on the Issue Date in the form of a permanent global SecurityNote, without interest coupons, substantially in the form of Exhibit AA hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c2.01(c) hereof (the "“Rule 144A Global Note"”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America (the "“Regulation S Note"”) in reliance on Regulation S shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto, including appropriate legends as set forth in Section 2.01(c) hereof (the "“Regulation S Global Note") ”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "“accredited investors" ” (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("the “IAIs"”) in the United States of America will be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto (the "“Institutional Accredited Investor Global Note"”) deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of Exhibit BB hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c2.01(c) hereof (the "“Exchange Global Note"”). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's ’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "“Global SecuritiesNotes." The ” Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.32.03 hereof; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payeeRegister. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Any Subsequent Notes shall be in the form of Exhibit A hereto. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits Exhibit A hereto and Exhibit B hereto and in Section 2.1(c)2.01(c) hereof. The Issuer Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A hereto and Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Original Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30June __, 20011999, among the IssuerCompany, the Hanover Subsidiary Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. Chase Securities Inc. and Xxxxxx Brothers Inc. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case Act in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Regulation S Global Note") deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America will be issued in the form of a permanent fully registered global Security security, without interest coupons, substantially in the form set forth in Exhibit A, which is hereby incorporated by reference and made a part of Exhibit A this Indenture, including appropriate legends as set forth in Section 2.1(c), duly executed by the Company and authenticated by the Trustee as hereinafter provided (the each, an "Institutional Accredited Investor Global Note") deposited with the Trustee). Upon such issuance, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The shall register such Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding in the maximum principal amount to be represented by a single certificate. The aggregate principal amount name of the beneficial owner or owners of such note (or the nominee of such beneficial owner or owners) and deliver the certificates for such Institutional Accredited Investor Global Note may from time to time the respective beneficial owner or owners. Upon transfer of such Institutional Accredited Investor Global Note to a QIB or to a Non-U.S. Person, such Institutional Accredited Investor Global Note will, unless the Rule 144A Global Note, in the case of a transfer to a QIB, or the Regulation S Global Note, in the case of a transfer to a Non-U.S. Person, has previously been exchanged for Definitive Securities pursuant to Section 2.1(e), be increased or decreased by adjustments made on exchanged for an interest in a Global Security pursuant to the records provisions of the Trustee, as custodian for DTC or its nominee, as hereinafter providedSection 2.6. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Private Exchange Securities shall be in the form of Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Original Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30November 10, 20011999, among the IssuerCompany, the Hanover Subsidiary Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. Chase Securities Inc. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule RULE 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation REGULATION S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case Act in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule RULE 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section SECTION 2.1(c) (the "Rule RULE 144A Global NoteGLOBAL NOTE"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation REGULATION S NoteNOTE") in reliance on Regulation S shall be issued in the form of a permanent global Security substantially in the form of Exhibit EXHIBIT A (the "Regulation REGULATION S Global NoteGLOBAL NOTE") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America will be issued in the form of a permanent global Security substantially in the form of Exhibit EXHIBIT A (the "Institutional Accredited Investor Global NoteINSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit EXHIBIT B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section SECTION 2.1(c) (the "Exchange Global NoteEXCHANGE GLOBAL NOTE"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section SECTION 2.3; providedPROVIDED, howeverHOWEVER, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Private Exchange Securities shall be in the form of EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits EXHIBITS A and AND B and in Section SECTION 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit EXHIBIT A and Exhibit exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30March 6, 20012002, among between Salomon Smith Barney Inc. and the Issuerseveral other initial purchasers nxxxx xxxxxxx, xx xxxtial purchasers (collectively, the Hanover Guarantors "Initial Purchasers") and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named thereinCompany. The Original Initial Securities issued on the date hereof will be in an aggregate principal amount of $250,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Securities. The Initial Securities and Additional Securities will be resold initially only to (A) qualified institutional buyers (as defined QIBs in reliance on Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than Non-U.S. Persons (as defined in reliance on Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. . Such Original Initial Securities and Additional Securities may thereafter be transferred to, among others, QIBs, purchasers Non-U.S. Persons and institutional "accredited investors" (as defined in reliance on Regulation S Rules 501(a)(1), (2), (3) and IAIs in accordance with Rule 501 of (7) under the Securities Act, in each case Act who are not QIBs ("IAIs")) in accordance with the procedure described procedures set forth herein. Initial Securities and Additional Securities offered and sold to qualified institutional buyers QIBs in the United States of America in reliance on Rule 144A (the each, a "Rule 144A NoteSecurity") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit AA hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) hereof (the a "Rule 144A Global NoteSecurity"), deposited with DTC (or to or for the Trustee, as custodian for DTCbenefit of its nominee), duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note Securities representing the Initial Securities or Additional Securities may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities and Additional Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall (each, a "Regulation S Security") will be issued in the form of a permanent global Security Security, without interest coupons, substantially in the form of set forth in Exhibit A hereto, including appropriate legends as set forth in Section 2.1(c) hereof (the a "Regulation S Global NoteSecurity") ), deposited with DTC (or to or for the Trustee, as custodian for DTCbenefit of its nominee), duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note Securities representing the Initial Securities or Additional Securities may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note Security may from time to time be increased or decreased by adjustments made on the records of Depositary as hereinafter provided. Securities that may be resold to IAIs in the United States (each, an "IAI Security"), will be issued in the form of definitive fully registered Securities, without interest coupons, substantially in the form set forth in Exhibit A hereto, including appropriate legends as set forth in Section 2.1(c) hereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided and delivered to the respective IAIs. Exchange Securities exchanged for interests in the Rule 144A Security, the Regulation S Security and the IAI Security, if any, will be issued in the form of a permanent global Security substantially in the form of Exhibit B hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with DTC (or to or for the benefit of its nominee), as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) hereof each, an "Exchange Global Security"). The Exchange Global Securities may be represented by more than one certificate, if so required by the Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate amount of the Exchange Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, Depositary as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America will be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Each Rule 144A Global NoteSecurity, the each Regulation S Global Note, the Institutional Investor Global Note Security and the each Exchange Global Note Security are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer maintained for such purpose in Wilmington, Delaware, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms."

Form, Dating and Terms. (a) Original Securities are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated August 30, 2001, among the Issuer, the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers the Additional Securities shall be in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in substantially the form set forth in Exhibit A hereto, which is hereby --------- incorporated by reference and made a part of a permanent global Securitythis Indenture, without interest coupons, and the Exchange Securities shall be in substantially in the form of set forth in Exhibit AB hereto, --------- which is hereby incorporated by reference and made a part of this Indenture. Initial Securities and Additional Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A will be issued initially in the form of a permanent global Security, including appropriate legends as set forth in Section 2.1(c) below (the a "Rule 144A Global Note"), -------------- --------------------- deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The A Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and Additional Securities offered, sold and resold outside the United States of America to Persons other than U.S. Persons (the "as defined in Regulation S Note"S) in reliance on Regulation S shall will be issued initially in the form of a permanent global Security substantially Security, including appropriate legends as set forth in the form of Exhibit A Section 2.1(c) below (the "Regulation S Global Note") ), deposited with -------------- ------------------------ the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The A Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities or Additional Securities resold after an initial resale thereof to QIBs in reliance on Rule 144A or an initial resale thereof in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and or (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America in accordance with the procedure ---- described herein will be initially issued in the form of a permanent global Security substantially in the form of Exhibit A (the an "Institutional Accredited Investor Global Note") deposited with the --------------------------------------------- Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The An Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the an Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the a Regulation S Global Note, the Note or an Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer maintained for such purpose in Wilmington, Delaware, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.issued initially in

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30February 10, 20011998, among between the Issuer, Company and Chase Securities Inc. Initial Securities offered and sold to the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including together with appropriate legends as set forth in Section 2.1(c2.1 (c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall will be issued on the Issue Date in the form of a permanent temporary global Security Note, without interest coupons, substantially in the form set forth in Exhibits A and B, which are hereby incorporated by reference and made a part of Exhibit A this Indenture, together with appropriate legends as set forth in Section 2.1(c) (a "Regulation S Temporary Global Note"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "Regulation S Permanent Global Note", together with the Regulation S Temporary Global Note, the "Regulation S Global Note") on or after the expiration of the Restricted Period (the "Release Date") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a non-United States Person within the meaning of Regulation S (a "Regulation S Certificate"), substantially in the form set forth in Section 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S 26 20 Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Authenticating Agent (as defined in Section 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules Rule 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "Institutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of set forth in Exhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in Section 2.1(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer maintained for such purpose in Wilmington, Delaware, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original Securities The Initial Notes are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30December 10, 2001, 2003 among the IssuerCompany, the Hanover Guarantors Guarantor and Xxxxxxx Xxxxx & Co., as representatives of Representatives to the several initial purchasers named thereinInitial Purchasers. The Original Securities Initial Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities Initial Notes may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, Act in each case in accordance with reliance on the procedure described herein. Initial Securities Notes offered and sold to qualified institutional buyers the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global SecurityNote, without interest coupons, substantially in the form of Exhibit AA hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c2.01(c) hereof (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered Notes offered, sold and sold resold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto, including appropriate legends as set forth in Section 2.01(c) hereof (the "Regulation S Global Note") ), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs (the "IAIs") in the United States of America will be issued in the form of a permanent global Security Note substantially in the form of Exhibit A hereto (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security Note substantially in the form of Exhibit BB hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c2.01(c) hereof (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global SecuritiesNotes." The Except as described in the succeeding two sentences, the principal of (and premium, if any) , and interest on the Securities Notes shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.32.03 hereof; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payeeRegister. Payments in respect of Securities Notes represented by a Global Security Note (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Any Subsequent Notes shall be in the form of Exhibit A hereto. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits Exhibit A hereto and Exhibit B hereto and in Section 2.1(c)2.01(c) hereof. The Issuer Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A hereto and Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Original Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30September 27, 20012000, among the IssuerCompany and Chase Securities Inc., the Hanover Guarantors and Xxxxxxx Xxxxx Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated, Goldxxx, Xxchs & Co., as representatives Banc of the several initial purchasers named therein. America Securities LLC, Barclays Capital Inc. and Deutsche Bank Securities Inc. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) QIBs in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs IAIs, as defined below, in accordance with Rule 501 of the Securities Act, in each case Act in accordance with the procedure described herein. Initial Securities (and any Subsequent Series Securities) offered and sold to qualified institutional buyers QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nomineeSecurities Custodian, as hereinafter provided. Initial Securities (and any Subsequent Series Securities) offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Regulation S Global Note") deposited with the Trustee, as custodian for DTCSecurities Custodian, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nomineeSecurities Custodian, as hereinafter provided. Initial Securities (and any Subsequent Series Securities) resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America will be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTCSecurities Custodian, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nomineeSecurities Custodian, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Private Exchange Securities shall be in the form of Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30July 19, 20012000, among the IssuerCompany, the Hanover Guarantors Guarantors, Chase Manhattan International Limited, Bank of America International Limited, ABN AMRO Incorporated, First Chicago Limited, Donaxxxxx, Xxfkxx & Xenrxxxx Xxxernational and Xxxxxxx Xxxxx & Co.Scotia Capital (USA) Inc. (collectively, as representatives of the several initial purchasers named therein. "Initial Purchasers") The Original Initial Securities will be resold by the Initial Purchasers initially only to (A) qualified institutional buyers (as defined QIBs in reliance on Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than Non-U.S. Persons (as defined in reliance on Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. . Such Original Initial Securities may thereafter be transferred to, among others, QIBs, purchasers Non-U.S. Persons and institutional "accredited investors" (as defined in reliance on Regulation S Rules 501(a)(1), (2), (3) and IAIs (7) under the Securities Act who are not QIBs ("IAIs")) in accordance with Rule 501 of the Securities Act, in each case Act in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers QIBs in the United States of America in reliance on Rule 144A (the each, a "Rule 144A Note") will be issued on the Issue Closing Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the a "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTCBook-Entry Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, Book-Entry Depositary as hereinafter provided. Initial Securities offered and sold outside the United States of America in reliance on Regulation S (the each, a "Regulation S Note") in reliance on Regulation S shall will be issued on the Closing Date in the form 19 of a permanent global Security Security, without interest coupons, substantially in the form set forth in Exhibit A, which is hereby incorporated by reference and made a part of Exhibit A this Indenture, including appropriate legends as set forth in Section 2.1(c) (the a "Regulation S Global Note") ), deposited with the Trustee, as custodian for DTCBook-Entry Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, Book-Entry Depositary as hereinafter provided. On the Closing Date a similar global Security to represent Initial Securities that may be resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") IAIs in the United States of America (each, an "Institutional Accredited Investor Note"), will be issued in the form of a single permanent global Security Security, without interest coupons, substantially in the form set forth in Exhibit A, which is hereby incorporated by reference and made a part of Exhibit A this Indenture, including appropriate legends as set forth in Section 2.1(c) (the "Institutional Accredited Investor Global Note") ), deposited with the Trustee, as custodian for DTCBook- Entry Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, Book-Entry Depositary as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note Note, if any, will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee Book-Entry Depositary as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the each, an "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate amount of the Exchange Global Note may from time to time be increased or decreased by adjustments made on the records of the Book-Entry Depositary as hereinafter provided. Each Rule 144A Global Note, the each Regulation S Global Note, the each Institutional Accredited Investor Global Note and the each Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer maintained for such purpose in Wilmington, Delaware, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms."

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30February 13, 2001, among the IssuerCompany, the Hanover Guarantors Guarantors, Credit Suisse First Boston Corporation and Xxxxxxx Xxxxx & Co., as representatives of the several other initial purchasers named thereinparty thereto. The Original Initial Securities will be resold initially only offered and sold to (A) the qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, Security substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including together with appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall will be issued on the Issue Date in the form of a permanent temporary global Security Security, without interest coupons, substantially in the form of set forth in Exhibit A which are hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in Section 2.1(c) (a "Regulation S Temporary Global Note"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "Regulation S Permanent Global Note", together with the Regulation S Temporary Global Note, the "Regulation S Global Note") on or after the expiration of the Restricted Period (the "Release Date") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a non-United States Person within the meaning of Regulation S (a "Regulation S Certificate"), substantially in the form set forth in Section 2.8 Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Authenticating Agent (as defined in Section 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "Institutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of Exhibit A A, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in Section 2.l(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including with the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Exchange Global Note and the Exchange Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option -option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments The Private Exchange Securities shall be in respect the form of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Original Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30November 19, 20012003, among the IssuerCompany, the Hanover Subsidiary Guarantors and Xxxxxxx Xxxxx & Co.X.X. Xxxxxx Securities Inc., as representatives representative of the several initial purchasers named thereinlisted in Schedule III thereto. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case Act in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Regulation S Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America will be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Private Exchange Securities shall be in the form of Exhibit A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) The Original Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30March 1, 2001, among the IssuerCompany, the Hanover Subsidiary Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named thereinInitial Purchasers. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case Act in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers the Initial Purchasers, and subsequently resold to QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Note") ), will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities offered offered, sold and sold resold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall be issued in the form of a permanent global Security substantially in the form of Exhibit A A, including appropriate legends as set forth in (c) (the "Regulation S Global Note") ), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities resold after an initial resale to QIBs in reliance on Rule 144A or an initial resale in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America will be issued in the form of a permanent global Security substantially in the form of Exhibit A (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTC, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including the appropriate legend set forth in Section 2.1(c) (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer maintained for such purpose in Wilmington, Delaware, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c). The Issuer and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original Securities are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated August 30, 2001, among the Issuer, the Hanover Guarantors and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named therein. The Original Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case in accordance with the procedure described herein. Initial Securities offered and sold to qualified institutional buyers the Additional Securities shall be in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in substantially the form of a permanent global Security, without interest coupons, substantially set forth in the form of Exhibit AEXHIBIT A hereto, which is hereby incorporated by reference and made a part of this Indenture, the Exchange Notes shall be in substantially the form set forth in EXHIBIT B hereto, which is hereby incorporated by reference and made a part of this Indenture and the Private Exchange Notes shall be in substantially the form set forth in EXHIBIT C hereto, which is hereby incorporated by reference and made a part of this Indenture. Initial Securities and Additional Securities offered and sold to QIBs in the United States of America in reliance on Rule 144A will be issued initially in the form of a permanent global Security, including appropriate legends as set forth in Section 2.1(cSECTION 2.1(C) below (the a "Rule RULE 144A Global NoteGLOBAL NOTE"), deposited with the Trustee, as custodian for DTCSecurities Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The A Rule 144A Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC Securities Custodian or its nominee, as hereinafter provided. Initial Securities offered and Additional Securities offered, sold and resold outside the United States of America to Persons other than U.S. Persons (the "as defined in Regulation S Note"S) in reliance on Regulation S shall will be issued initially in the form of a permanent global Security substantially Security, including appropriate legends as set forth in the form of Exhibit A SECTION 2.1(C) below (the "Regulation REGULATION S Global NoteGLOBAL NOTE") ), deposited with the Trustee, as custodian for DTCSecurities Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The A Regulation S Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC Securities Custodian or its nominee, as hereinafter provided. Initial Securities or Additional Securities resold after an initial resale thereof to QIBs in reliance on Rule 144A or an initial resale thereof in reliance on Regulation S to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and or (7) under the Securities Act) who are not QIBs ("IAIsIAIS") in the United States of America in accordance with the procedure described herein will be initially issued in the form of a permanent global Security substantially in the form of Exhibit A (the an "Institutional Accredited Investor Global NoteINSTITUTIONAL ACCREDITED INVESTOR GLOBAL NOTE") deposited with the Trustee, as custodian for DTCSecurities Custodian, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The An Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the an Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC Securities Custodian or its nominee, as hereinafter provided. Exchange Securities Notes exchanged for interests in the a Rule 144A Global Note, the a Regulation S Global Note and the or an Institutional Accredited Investor Global Note will be issued initially in the form of a permanent global Security substantially in the form of Exhibit B, which is hereby incorporated by reference and made a part of this IndentureSecurity, deposited with the Trustee Securities Custodian as hereinafter provided, including the appropriate legend set forth in Section 2.1(cSECTION 2.1(C) below (the an "Exchange Global NoteEXCHANGE GLOBAL NOTE"). An Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Private Exchange Notes exchanged for interests in a Rule 144A Global Note, a Regulation S Global Note or an Institutional Accredited Investor Note will be issued initially in the form of a permanent global Security, deposited with the Securities Custodian as hereinafter provided, including the appropriate legend set forth in SECTION 2.1(C) below (a "PRIVATE EXCHANGE GLOBAL NOTE"). A Private Exchange Global Note may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global NoteNotes, the Regulation S Global NoteNotes, the Institutional Investor Global Note and Notes, the Exchange Global Note Notes and the Private Exchange Global Notes are sometimes collectively herein referred to as the "Global SecuritiesGLOBAL SECURITIES." The Except as described in the succeeding two sentences, the principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section SECTION 2.3; providedPROVIDED, howeverHOWEVER, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payeeRegister. Payments in respect of Securities represented by a Global Security (including principal, premium principal and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Securities represented by Definitive Securities (including principal and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Securities represented by Definitive Securities will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits A and B and in Section 2.1(c)SECTION 2.1(C) below. The Issuer and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A EXHIBIT A, EXHIBIT B and Exhibit B EXHIBIT C are part of the terms of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms. Notwithstanding anything to the contrary, there is no sinking fund.

Form, Dating and Terms. (a) Original The Initial Securities are being offered and sold by the Issuer Company pursuant to a Purchase Agreement, dated August 30February 27, 20012004, among between the Issuer, the Hanover Guarantors Company and Xxxxxxx Xxxxx & Co.X.X. Xxxxxx Securities Inc., as representatives representative of the several initial purchasers named thereinlisted in Schedule 1 thereto. The Original Initial Securities will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than U.S. Persons (as defined in Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. Such Original Initial Securities may thereafter be transferred to, to among others, QIBs, purchasers in reliance on Regulation S and IAIs to institutional "accredited investors", as defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act who are not QIBs ("IAIs") in accordance with Rule 501 of the Securities Act, in each case Act in accordance with the procedure procedures described herein. Initial Securities offered and sold to qualified institutional buyers QIBs in the United States of America in reliance on Rule 144A (the "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global Security, without interest coupons, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including together with appropriate legends as set forth in Section 2.1(c) (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities offered and sold outside the United States of America (the "Regulation S Note") in reliance on Regulation S shall will be issued on the Issue Date in the form of a permanent temporary global Security Security, without interest coupons, substantially in the form set forth in Exhibits A and B, which are hereby incorporated by reference and made a part of Exhibit A this Indenture, together with appropriate legends as set forth in Section 2.1(c) (a "Regulation S Temporary Global Note"). Beneficial interests in a Regulation S Temporary Global Note will be exchangeable for beneficial interests in a single permanent global security (the "Regulation S Permanent Global Note", together with the Regulation S Temporary Global Note, the "Regulation S Global Note") on or after the expiration of the Restricted Period (the "Release Date") upon the receipt by the Trustee or its agent of a certificate certifying that the Holder of the beneficial interest in the Regulation S Temporary Global Note is a non-United States Person within the meaning of Regulation S (a "Regulation S Certificate"), substantially in the form set forth in Section 2.8. Upon receipt by the Trustee or Paying Agent of a Regulation S Certificate, (i) with respect to the first such Regulation S Certificate, the Company shall execute and upon receipt of a Company Order for authentication, the Authenticating Agent (as defined in Section 2.2) shall authenticate and deliver to the custodian, the applicable Regulation S Permanent Global Note and (ii) with respect to the first and all subsequent Regulation S Certificates, the custodian shall exchange on behalf of the applicable beneficial owners the portion of the applicable Regulation S Temporary Global Note covered by such Regulation S Certificates for a comparable portion of the applicable Regulation S Permanent Global Note. Upon any exchange of a portion of a Regulation S Temporary Global Note for a comparable portion of a Regulation S Permanent Global Note, the custodian shall endorse on the schedules affixed to each of such Regulation S Global Note (or on continuations of such schedules affixed to each of such Regulation S Global Note and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the applicable Regulation S Temporary Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the applicable Regulation S Permanent Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the applicable Regulation S Temporary Global Note pursuant to clause (x) above. The Regulation S Global Note will be deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Initial Securities resold to institutional "accredited investors" (as defined in Rules Rule 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") in the United States of America (the "Institutional Accredited Investor Note") will be issued in the form of a permanent global Security substantially in the form of set forth in Exhibit A hereto, which is hereby incorporated by reference and made a part of this Indenture, together with appropriate legends as set forth in Section 2.1(c) (the "Institutional Accredited Investor Global Note") deposited with the Trustee, as custodian for DTCthe Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC the Depositary or its nominee, as hereinafter provided. Exchange Securities exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note will be issued in the form of a permanent global Security substantially in the form of set forth in Exhibit BB hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with the Trustee as hereinafter provided, including with the appropriate legend set forth in Section 2.1(c) hereof (the "Exchange Global Note"). The Exchange Global Note may be represented by more than one certificate, if so required by DTCthe Depositary's rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Investor Exchange Global Note and the Exchange Institutional Accredited Investor Global Note are sometimes collectively herein referred to as the "Global Securities." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer Company maintained for such purpose in Wilmington, DelawareThe City of New York, or at such other office or agency of the Issuer Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the IssuerCompany, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of to Securities represented by a Global Security (including principal, premium premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTCthe Depositary. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits Exhibit A and Exhibit B and in Section 2.1(c). The Issuer Company and the Trustee shall approve the forms of the Securities and any notation, endorsement or legend on them. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Exhibit A and Exhibit B are part of the terms of this Indenture and, to the extent applicable, the Issuer Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

Form, Dating and Terms. (a) Original Securities The Initial Notes are being offered and sold by the Issuer Company pursuant to a Note Purchase Agreement, dated August 3012, 20012004, among the IssuerDeutsche Bank Securities Inc., Credit Suisse First Boston LLC, X.X. Xxxxxx Securities Inc., NatCity Investments, Inc. and Scotia Capital (USA) Inc., as initial purchasers (collectively, the Hanover Guarantors "Initial Purchasers"), the Company and Xxxxxxx Xxxxx & Co., as representatives of the several initial purchasers named thereinGuarantors. The Original Securities Initial Notes issued on the date hereof will be in an aggregate principal amount of $415,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Notes. The Initial Notes and Additional Notes will be resold initially only to (A) qualified institutional buyers (as defined QIBs in reliance on Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A ("QIBs") and (B) Persons other than Non-U.S. Persons (as defined in reliance on Regulation S under the Securities Act ("Regulation S")) in reliance on Regulation S. . Such Original Securities Initial Notes and Additional Notes may thereafter be transferred to, among others, QIBs, purchasers Non-U.S. Persons and institutional "accredited investors" (as defined in reliance on Regulation S Rules 501(a)(1), (2), (3) and IAIs in accordance with Rule 501 of (7) under the Securities Act, in each case Act who are not QIBs ("IAIs")) in accordance with the procedure described procedures set forth herein. Initial Securities Notes and Additional Notes offered and sold to qualified institutional buyers QIBs in the United States of America in reliance on Rule 144A (the each, a "Rule 144A Note") will be issued on the Issue Date in the form of a permanent global SecurityGlobal Note, without interest coupons, substantially in the form of Exhibit AA hereto, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(c2.1(b) hereof (the a "Rule 144A Global Note"), deposited with DTC (or to or for the Trustee, as custodian for DTCbenefit of its nominee), duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note Notes representing the Initial Notes or Additional Notes may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes and Additional Notes offered and sold outside the United States of America in reliance on Regulation S (the each, a "Regulation S Note") in reliance on Regulation S shall will be issued in the form of a permanent global Security Note, without interest coupons, substantially in the form of set forth in Exhibit A hereto, including appropriate legends as set forth in Section 2.1(b) hereof (the a "Regulation S Global Note") ), deposited with DTC (or to or for the Trustee, as custodian for DTCbenefit of its nominee), duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note Notes representing the Initial Notes or Additional Notes may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. Initial Securities Notes that may be resold to institutional "accredited investors" (as defined in Rules 501(a)(1), (2), (3) and (7) under the Securities Act) who are not QIBs ("IAIs") IAIs in the United States of America (each, an "IAI Note"), will be issued in the form of a permanent global Security definitive fully registered Notes, without interest coupons, substantially in the form of set forth in Exhibit A (the "Institutional Accredited Investor Global Note"hereto, including appropriate legends as set forth in Section 2.1(b) deposited with the Trustee, as custodian for DTChereof, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more that one certificate, if so required by DTC's rules regarding provided and delivered to the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter providedrespective IAIs. Exchange Securities Notes exchanged for interests in the Rule 144A Note, the Regulation S Note and the Institutional Accredited Investor Global Note IAI Note, if any, will be issued in the form of a permanent global Security Global Note substantially in the form of Exhibit BB hereto, which is hereby incorporated by reference and made a part of this Indenture, deposited with DTC (or to or for the Trustee benefit of its nominee), as hereinafter provided, including the appropriate legend set forth in Section 2.1(c2.1(b)(ii) hereof (the each, an "Exchange Global Note"). The Exchange Global Note Notes may be represented by more than one certificate, if so required by DTC's rules regarding the maximum principal amount to be represented by a single certificate. The aggregate amount of the Exchange Global Note may from time to time be increased or decreased by adjustments made on the records of DTC as hereinafter provided. Each Rule 144A Global Note, the each Regulation S Global Note, the Institutional Investor Global Note and the each Exchange Global Note are sometimes collectively herein referred to as the "Global SecuritiesNotes." Notes issued pursuant to Section 2.1(d)(vii) hereof in exchange for or upon transfer of beneficial interests in a Global Note may be in the form of permanent certificated Notes, without interest coupons, in substantially the form set forth in Exhibit A or Exhibit B, as appropriate, including appropriate legends set forth in Section 2.1(b) hereof (the "Definitive Notes"). Definitive Notes issued in exchange for beneficial interests in the Rule 144A Global Note as hereinafter referred to as "Rule 144A Definitive Notes." Definitive Notes issued in exchange for beneficial interests in the Regulation S Global Note are hereinafter referred to as "Regulation S Definitive Notes." Definitive Notes issued to IAIs are hereinafter referred to as "IAI Definitive Notes." The principal of (and premium, if any) and interest on the Securities shall be payable at the office or agency of the Issuer maintained for such purpose in Wilmington, Delaware, or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Issuer, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Note Register or (ii) wire transfer to an account located in the United States maintained by the payee. Payments in respect of Securities represented by a Global Security (including principal, premium and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Securities Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibits Exhibit A and Exhibit B hereto and in Section 2.1(c)2.1(b) hereof. The Issuer Company and the Trustee shall approve the forms of the Securities Notes and any notation, endorsement or legend on them. Each Security Note shall be dated the date of its authentication. The terms of the Securities Notes set forth in Exhibit A and Exhibit B hereto are part of the terms of this Indenture and, to the extent applicable, the Issuer Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.