Common use of Form of Reverse of Security Clause in Contracts

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Indenture, dated as of March 22, 2011 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of the Senior Notes, and of the terms upon which the Senior Notes are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior Notes, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. NEWMONT MINING CORPORATION This Security is one of a duly authorized issue of securities of the Company Issuer (herein called the “"Securities”) "), issued and to be issued in one or more series under the an Indenture, dated as of March 22_________, 2011 ___ (herein called the “"Indenture”"), between among the Company Issuer, the Guarantor and The Bank of New York Mellon Trust CompanyCitibank, National AssociationN.A., as Trustee (in such capacity, herein called the “"Trustee,” which term includes any successor trustee under the Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the CompanyIssuer, the TrusteeGuarantor, the Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used This Security is one of the series designated on the face hereof [if applicable, insert--limited in this Security that are defined aggregate principal amount to _________]. The separate series of Securities may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any), may have different conversion provisions (if any), may be subject to different repayment provisions (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture shall have the meanings assigned to them in the Indentureprovided. The Company mayIndenture further provides that the Securities of a single series may be issued at various times, on any Interest Payment Datewith different maturity dates, may bear interest, if any, at its optiondifferent rates, may be subject to different redemption provisions (if any), may be subject to different sinking or purchase funds (if any) and may be subject to different repayment provisions (if any). [If applicable, insert -- The Securities of this series may not be redeemed prior to maturity.] [If applicable, insert--The Securities of this series are subject to redemption upon not less than thirty (30) days’ 30 nor more than sixty (6060 days' notice by mail, [[if applicable, insert --(1) days’ written notice to on ______ in any year commencing with the Holders year ______ and ending with the year ____ through operation of the Senior Notes sinking fund for this series (unless as more fully described in the next succeeding paragraph) at [[insert either--a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price redemption price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion % of the principal amount of any Security. The Indenture permitsthe Securities to be redeemed or the redemption prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below,]], with certain exceptions as therein provided, the Company and the Trustee (2)]] at any time to enter into [[if applicable, insert--on or after ________]], as a supplemental indenture whole or indentures for in part, at the purpose of modifying in any manner the rights and obligations election of the Company and Issuer, at the [[insert either--following redemption prices or redemption prices for redemption otherwise than through operation of the Holders sinking fund]] (expressed as percentages of the Senior Notesprincipal amount): if redeemed [[if applicable, with insert--on or before ________, __%, and if redeemed]] during the consent 12-month period beginning ________ of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amendedyears indicated,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of subordinated securities of the Company (herein called the “Securities”) ), issued and to be issued in one or more series under the an Indenture, dated as of March 22_______________, 2011 20__ (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association, as Trustee [TRUSTEE] (in such capacity, herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement statement, of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used As provided in this Security that are defined the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture shall have provided or permitted. This Security is one of the meanings assigned series designated on the face hereof [, limited in aggregate principal amount to them in $_______________]. This security is the Indenturegeneral, unsecured, subordinated obligation of the Company. [If applicable, insert—The Company may, on any Interest Payment Date, at its option, Securities of this series are subject to redemption upon not less than thirty (30) _____ days’ nor more than sixty notice by mail, [if applicable, insert, —(601) days’ written notice to on _______________ in any year commencing with the Holders year _____ and ending with the year _____ through operation of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time series at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2) ] at any time [on or after _______________, 20__], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before _______________, _____%, and if redeemed] during the 12-month period beginning _______________ of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemptionredemption [if applicable, insert—(whether through operation of the sinking fund or otherwise)] with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the occurrence and during Holders of such Securities, or one or more Predecessor Securities, of record at the continuation close of a Special Eventbusiness on the relevant record dates referred to on the face hereof, all as provided in the Company mayIndenture.] [If applicable, at its option, insert—The Securities of this series are subject to redemption upon not less than thirty (30) days’ _____ nor more than sixty (60) _____ days’ written notice to by mail, (1) on _______________ in any year commencing with the Holders year and ending with the year _____ through operation of the Senior Notes sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (unless expressed as percentages of the principal amount) set forth in the table below, and (2) at anytime [on or after _______________], as a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not or in part, subject to at the terms and conditions of Article XI election of the Indenture Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning _______________ of the years indicated, and thereafter at a Redemption Price equal to one hundred seven and one half percent (107.5%) _____% of the principal amount hereofamount, together, together in the case of any such redemption, redemption (whether through operation of the sinking fund or otherwise) with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In , but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the event Holders of redemption such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant record dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert—Notwithstanding the foregoing, the Company may not, prior to _______________, redeem any Securities of this Security series as contemplated by [clause (2) of] the preceding paragraph as a part of, or in part onlyanticipation of, a new Security any refunding operation by the application, directly or Securities indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than _____% per annum.] [If applicable, insert—The sinking fund for this series provides for the unredeemed portion hereof will be issued redemption on _______________ in each year beginning with the name year _____ and ending with the year _____ of the Holder hereof upon the cancellation hereof. If [not less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected than] $__________ [(“mandatory sinking fund”) and not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the $__________] aggregate principal amount of any SecuritySecurities of this series. [Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made [If applicable, insert— in the inverse order in which they become due].] The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding Securitiesof each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, regardless of whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any, ) and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place place(s) and rate, and in the coin or currency, herein prescribed. [If a Definitive Security, insert—As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined registerable in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for in [If applicable, insert—any place where the principal of and any premium and interest on this Security are payable] [If applicable, insert—The City of New York [, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such purposetransfer agent, at the [main] offices of _______________ in _______________ or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. .] The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of U.S. $100,000 __________ and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, regardless of whether or not this Security be overdue, and neither none of the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The This Security is subordinated in right of payment to Senior Debt, to the extent and in the manner provided in the Indenture. No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Security, or for any claim based thereon or otherwise in respect thereof, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, member, officer, manager or director, as such, past, present or future, of the Company andor of any successor Person, either directly or through the Company or any successor Person, whether by its virtue of any constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released by the acceptance of this Security or hereof and as a beneficial interest herein, the Holder condition of, and as part of the consideration for, the Securities and the execution of the Indenture. The Indenture provides that the Company (a) will be discharged from any Person that acquires and all obligations in respect of the Securities (except for certain obligations described in the Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company deposits, in trust, with the Trustee money or U.S. Government Obligations (or a beneficial combination thereof) which through the payment of interest inthereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities, but such money need not be segregated from other funds except to the extent required by law. Except as otherwise defined herein, all terms used in this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednesswhich are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 22June 16, 2011 2006 (the “Indenture”), between the Company and The Bank of New York Mellon Trust CompanyJPMorgan Chase Bank, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of June 16, 2006 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the Desert Capital TRS Statutory Trust I (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June July 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) ), and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Corporation (herein called the “Securities”) ), issued and to be issued in one or more series under the an Indenture, dated as of March 22, 2011 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company Corporation and The Bank of New York Mellon Trust Company, National AssociationN.A., as Trustee (in such capacity, herein called the “Trustee,” ”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the CompanyCorporation, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used This Security is one of the series designated on the face hereof [if applicable, insert − [initially] limited in this Security aggregate principal amount to $________] [, provided that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company Corporation may, on without the consent of any Interest Payment DateHolder, at its optionany time and from time to time increase the initial principal amount]. [If applicable, insert − The Securities of this series are subject to redemption upon not less than thirty (30) 30 days’ nor more than sixty (60) 60 days’ written notice to by mail, [if applicable, insert − (1) on ........... in any year commencing with the Holders year ________ and ending with the year _________ through operation of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time series at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2)] at any time [if applicable, insert − on or after ........., 20 ], as a whole or in part, at the election of the Corporation, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed during the 12-month period beginning …… of the years indicated, and thereafter at a Redemption Price equal to .....% of the principal amount, together in the case of any such redemption, redemption [(whether through operation of the sinking fund or otherwise)] with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the Senior Notes (unless a shorter notice period shall be satisfactory close of business on the relevant Record Dates referred to on the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount face hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed all as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior Notes, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednessIndenture.]

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 22May 8, 2011 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association, a national banking association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June March 30, 2011 2010 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) ), and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) ), issued and to be issued in one or more series under the an Indenture, dated as of March 22, 2011 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between among the Company and The Bank of New York Mellon Trust Company, National AssociationMedtronic Public Limited Company, a public limited company incorporated under the laws of Ireland, Medtronic, Inc., a Minnesota corporation, and , as Trustee (in such capacity, herein called the “Trustee,” ”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used This Security is one of the series designated on the face hereof, initially limited in this Security that are defined in the Indenture shall have the meanings assigned aggregate principal amount to them in the Indenture$ . The Company maymay at any time issue additional securities under the Indenture in unlimited amounts having the same terms as the Securities; provided that no additional securities of a series may be issued if an Event of Default has occurred and is continuing with respect to such series of securities. [If applicable, insert—The Securities of this series may be redeemed at any time [on any Interest Payment Dateor after , ], as a whole or in part, at its optionthe option of the Issuer, upon mailing notice of such redemption not less than thirty (30) days’ nor 30 and not more than sixty (60) days’ written notice 60 days to the Holders of such Securities, at a redemption price equal to .] [If the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and Security is subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case redemption of any such redemptionkind, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. insert—In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. .] [If less than all the Senior Notes are Security is not an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be redeemedcontinuing, the particular principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be redeemed continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be selected not more than sixty equal to—insert formula for determining the amount. Upon payment (60i) days prior of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the Redemption Date by extent that the Trustee from payment of such interest shall be legally enforceable), all of the Outstanding Securities not previously called for redemption, by such method as Company’s obligations in respect of the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion payment of the principal amount of any Security. and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding Securitiesof each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of at least 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. Any payments with respect to the Securities will be subject to the subordination provisions set forth in the Indenture. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, premium and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such the Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 $ and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made to a Holder for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company andReference is made to the Indenture, by its acceptance including provisions subordinating the payment of principal of and premium, if any, and interest on the Securities to the prior payment in full of all Senior Debt (as defined in the Indenture). Such further provisions shall for all purposes have the same effect as though fully set forth herein. All terms used in this Security or a beneficial interest herein, which are defined in the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednessIndenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) "SECURITIES"), issued and to be issued in one or more series under the Junior Subordinated Indenture, dated as of March 22___________, 2011 _____(herein called the “Indenture”"INDENTURE"), between the Company and The Bank of New York Mellon Trust Company, National AssociationSTATE STREET BANK AND TRUST COMPANY, as Trustee (in such capacityherein called the "INDENTURE TRUSTEE", the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Indenture Trustee, the holders of Senior Debt and the Holders of the Senior NotesSecurities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [IF APPLICABLE, INSERT--, limited in aggregate principal amount to $ _____]. All terms used in this Security that are defined in the Indenture [IF APPLICABLE, INSERT--or in the Amended and Restated Trust Agreement, dated as of ___________, 200 (as modified, amended or supplemented from time to time, the "TRUST AGREEMENT"), relating to [INSERT NAME OF ISSUER TRUST] (the "ISSUER TRUST") among the Company, as Depositor, the Property Trustee, the Delaware Trustee named therein, the Administrative Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture [IF APPLICABLE, INSERT--or the Trust Agreement, as the case may be]. [IF APPLICABLE, INSERT--The Company may, on may at any Interest Payment Datetime, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30_________, 2011 ____ , and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time time, at the following Redemption Prices (expressed as percentages of the principal amount hereof): If redeemed during the 12-month period beginning _____________, Redemption Year Price -------- -------------- and thereafter at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereof, together, in the case of any such redemption, with accrued interestinterest [IF APPLICABLE, INSERT--, including any Additional Interest, through ,] to but excluding the date fixed as the Redemption Date. for redemption.] [IF APPLICABLE, INSERT--In addition, upon the occurrence and during the continuation of a Special EventTax Event or a Capital Treatment Event or an Investment Company Event in respect of the Issuer Trust, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders at any time within 90 days of the Senior Notes (unless a shorter notice period shall be satisfactory to occurrence and during the Trustee)continuation of such Tax Event, Capital Treatment Event or Investment Company Event, as the case may be, redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture Indenture, at a Redemption Price redemption price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof[INSERT FORMULA]. [IF THE SECURITY IS SUBJECT TO REDEMPTION OF ANY KIND, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. INSERT--In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all .] The Indenture contains provisions for satisfaction and discharge of the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date entire indebtedness of this Security upon compliance by the Trustee from Company with certain conditions set forth in the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any SecurityIndenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Indenture Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding SecuritiesSecurities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of subordinated securities of the Company (herein called the “Securities”) ), issued and to be issued in one or more series under the an Indenture, dated as of March 22, 2011 20 (herein called the “Indenture”), between the Company and The U.S. Bank of New York Mellon Trust Company, National Association, as Trustee Association (in such capacity, herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement statement, of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used As provided in this Security that are defined the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture shall have provided or permitted. This Security is one of the meanings assigned series designated on the face hereof [, limited in aggregate principal amount to them in $ ]. This security is the Indenturegeneral, unsecured, subordinated obligation of the Company. [If applicable, insert—The Company may, on any Interest Payment Date, at its option, Securities of this series are subject to redemption upon not less than thirty (30) days’ nor more than sixty notice by mail, [if applicable, insert, —(601) days’ written notice to on in any year commencing with the Holders year and ending with the year through operation of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time series at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2) ] at any time [on or after , 20 ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemptionredemption [if applicable, insert—(whether through operation of the sinking fund or otherwise)] with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the occurrence and during Holders of such Securities, or one or more Predecessor Securities, of record at the continuation close of a Special Eventbusiness on the relevant record dates referred to on the face hereof, all as provided in the Company mayIndenture.] [If applicable, at its option, insert—The Securities of this series are subject to redemption upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to by mail, (1) on in any year commencing with the Holders year and ending with the year through operation of the Senior Notes sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (unless expressed as percentages of the principal amount) set forth in the table below, and (2) at anytime [on or after ], as a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not or in part, subject to at the terms and conditions of Article XI election of the Indenture Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to one hundred seven and one half percent (107.5%) % of the principal amount hereofamount, together, together in the case of any such redemption, redemption (whether through operation of the sinking fund or otherwise) with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant record dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert—Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [If applicable, insert—The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [not less than] $ [ (“mandatory sinking fund”) and not more than $ ] aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made [If applicable, insert— in the inverse order in which they become due].] [If the Securities are subject to redemption in part of any kind, insert—In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. .] [If less than all applicable, insert—The Securities of this series are not redeemable prior to Stated Maturity.] [If the Senior Notes are Security is not an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be redeemedcontinuing, the particular principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert —If an Event of Default with respect to Securities of this series shall occur and be redeemed continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be selected not more than sixty equal to —insert formula for determining the amount. Upon payment (60i) days prior of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the Redemption Date by extent that the Trustee from payment of such interest shall be legally enforceable), all of the Outstanding Securities not previously called for redemption, by such method as Company’s obligations in respect of the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion payment of the principal amount of any Security. and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding Securitiesof each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, regardless of whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any, ) and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place place(s) and rate, and in the coin or currency, herein prescribed. [If a Global Security, insert—This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert—As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined registerable in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for in [If applicable, insert—any place where the principal of and any premium and interest on this Security are payable] [If applicable, insert—The City of New York [, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such purposetransfer agent, at the [main] offices of in or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. .] The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 U.S. $ and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, regardless of whether or not this Security be overdue, and neither none of the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The This Security is subordinated in right of payment to Senior Debt, to the extent and in the manner provided in the Indenture. No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Security, or for any claim based thereon or otherwise in respect thereof, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, member, officer, manager or director, as such, past, present or future, of the Company andor of any successor Person, either directly or through the Company or any successor Person, whether by its virtue of any constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released by the acceptance of this Security or hereof and as a beneficial interest herein, the Holder condition of, and as part of the consideration for, the Securities and the execution of the Indenture. The Indenture provides that the Company (a) will be discharged from any Person that acquires and all obligations in respect of the Securities (except for certain obligations described in the Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company deposits, in trust, with the Trustee money or U.S. Government Obligations (or a beneficial combination thereof) which through the payment of interest inthereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities, but such money need not be segregated from other funds except to the extent required by law. Except as otherwise defined herein, all terms used in this Security agree thatwhich are defined in the Indenture shall have the meanings assigned to them in the Indenture. [If a Definitive Security, for United States federalinsert as a separate page— FOR VALUE RECEIVED, state the undersigned hereby sell(s), assign(s) and local tax purposestransfer(s) unto (Please Print or Typewrite Name and Address of Assignee) the within instrument of GLOBALSTAR, it is intended that this INC. and does hereby irrevocably constitute and appoint Attorney to transfer said instrument on the books of the within-named Company, with full power of substitution in the premises. Please Insert Social Security constitute indebtedness.or Other Identifying Number of Assignee: Dated:

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 2216, 2011 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are not defined in the Indenture herein shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders or of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trusteeredeemed portion hereof, as applicable), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “"Securities”) "), issued and to be issued in one or more series under the an Indenture, dated as of March 22[_______________] (herein called the "Indenture", 2011 (which term shall have the “Indenture”meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, National Association[_______________], as Trustee (in such capacityherein called the "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All This Security is one of the series designated on the face hereof [if applicable, insert - , initially limited in aggregate principal amount to $[_______________]]. The Company may at any time issue additional securities under the Indenture in unlimited amounts having the same terms used as the Securities. [If applicable, insert redemption provisions.] [If applicable, insert - The sinking fund for this series provides for the redemption on [_______________] in each year beginning with the year [_______________] and ending with the year [_______________]of [if applicable, insert - not less than $[_______________] ("mandatory sinking fund") and not more than ] $[_______________] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert - mandatory] sinking fund payments may be credited against subsequent [if applicable, insert - mandatory] sinking fund payments otherwise required to be made [if applicable, insert - , in the inverse order in which they become due].] [If the Security is convertible at the option of the Holder into Common Stock of the Company, insert - Subject to the provisions of the Indenture, the Holder of this Security that are defined is entitled, at its option, at any time on or before [_______________] (except that, in case this Security or any portion hereof shall be called for redemption, such right shall terminate with respect to this Security or portion hereof, as the case may be, so called for redemption at the close of business on the date fixed for redemption as provided in the Indenture unless the Company defaults in making the payment due upon redemption), to convert the principal amount of this Security (or any portion hereof which is $[_______________] or an integral multiple thereof), into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of the Common Stock of the Company, as said shares shall be constituted at the date of conversion, at the conversion price of $[_______________] principal amount of Securities for each share of Common Stock, or at the adjusted conversion price in effect at the date of conversion determined as provided in the Indenture, upon surrender of this Security, together with the conversion notice hereon duly executed, to the Company at the designated office or agency of the Company in New York, New York, accompanied (if so required by the Company) by instruments of transfer in form satisfactory to the Company and to the Trustee, duly executed by the Holder or by its duly authorized attorney in writing. [If the Security is to bear interest prior to maturity, insert - Such surrender shall, if made during any period beginning at the close of business on a Regular Record Date and ending at the opening of business on the Interest Payment Date next following such Regular Record Date (unless this Security or the portion being converted shall have been called for redemption on a Redemption Date during such period), also be accompanied by payment in funds acceptable to the meanings assigned Company of an amount equal to them the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement of repayment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no adjustment is to be made on conversion for interest accrued hereon for dividends on shares of Common Stock issued on conversion.] The Company is not required to issue fractional shares upon any such conversion, but shall make adjustment therefor in cash on the basis of the current market value of such fractional interest as provided in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and conversion price is subject to the terms and conditions of Article XI of adjustment as provided in the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during Indenture provides that in case of certain consolidations or mergers to which the continuation Company is a party or the sale of a Special Eventsubstantially all of the assets of the Company, the Company mayIndenture shall be amended, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to without the consent of any Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee)Securities, redeem so that this Security, in whole but not in partif then outstanding, subject to will be convertible thereafter, during the terms period this Security shall be convertible as specified above, only into the kind and conditions amount of Article XI securities, cash and other property receivable upon the consolidation, merger or sale by a holder of the Indenture at number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or sale (assuming such holder of Common Stock failed to exercise any rights or election and received per share the kind and amount received per share by a Redemption Price equal to one hundred seven and one half percent (107.5%) plurality of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Datenon-electing shares). In the event of redemption conversion of this Security in part only, a new Security or Securities for the unredeemed unconverted portion hereof will shall be issued in the name of the Holder hereof upon the cancellation hereof. .] [If less than all applicable, insert other conversion features.] [If the Senior Notes are Security is convertible into other securities of the Company, insert the applicable conversion features.] [If applicable, insert - The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [and/or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an original issue discount security, insert - If an Event of Default with respect to Securities of this series shall occur and be redeemedcontinuing, the particular principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an original issue discount security, insert - If an Event of Default with respect to Securities of this series shall occur and be redeemed continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be selected not more than sixty equal to [insert formula for determining the amount]. Upon payment of (60i) days prior the amount of principal so declared due and payable and (ii) interest on any overdue principal, premium and interest (in each case to the Redemption Date by extent that the Trustee from payment of such interest shall be legally enforceable), all of the Outstanding Securities not previously called for redemption, by such method as Company's obligations in respect of the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion payment of the principal amount of any Security. and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority 50% in principal amount of the Securities at the time Outstanding Securitiesof each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (ii) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee, and (iii) the Trustee (A) shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and (B) shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security hereof or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, premium and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his or her attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made to a Holder for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of All terms used in this Security or a beneficial interest herein, which are defined in the Holder of, Indenture shall have the meanings assigned to them in the Indenture. This Security shall be governed by and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednessconstrued in accordance with the laws of the State of New York.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 22May 29, 2011 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Trust CompanyXxxxx Fargo Bank, National AssociationN.A., as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt and the Holders of the Senior NotesSecurities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June April 30, 2011 2012 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to (i) the Company or (ii) (A) a Person whom the Seller reasonably believes is a “Qualified PurchasersPurchaser” (as such term is defined in Section 2(a)(51) of the Investment Company Act and (B) (1) a Person whom the Seller reasonably believes is a “Qualified Institutional Buyer,” as such term is defined in Rule 144A under the Securities Act, in a transaction meeting the requirements of 1940Rule 144A, as amended(2) an institutional “Accredited Investor” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring the Securities for its own account, or for the account of an “Accredited Investor,” for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, (3) outside the United States in an offshore transaction in accordance with Regulation S under the Securities Act, (4) pursuant to an effective registration statement under the Securities Act or (5) pursuant to another exemption from registration under the Securities Act and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $€100,000 and any integral multiple of $€1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be construed and enforced in accordance with and governed by the laws of the State of New York, without reference to its conflict of laws provisions (other than Section 5-1401 of the General Obligations Law).

Form of Reverse of Security. This Security is one of a duly authorized issue of securities Securities of the Company Issuer designated as its 10% Senior Notes due 2006 (the “"Securities”") issued under the an Indenture, dated as of March 22May 5, 2011 1998 (herein called the “"Indenture”"), between the Company Issuer, Octel Corp., as the guarantor (the "Guarantor") and The Bank of New York Mellon IBJ Schrxxxx Xxxk & Trust Company, National Associationas trustee (herein called the "Trustee", as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), . Reference is hereby made to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the CompanyIssuer, the TrusteeGuarantor, the Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used The Securities are subject to redemption upon not less than 30 nor more than 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's registered address, in amounts of $1,000 or an integral multiple of $1,000, at any time on or after May 1, 2002 and prior to maturity, as a whole or in part, at the election of the Issuer, at the following Redemption Prices (expressed as percentages of the principal amount) plus accrued interest to the Redemption Date (subject to the right of Holders [If this Security that are defined is not a Global Security issued in bearer form, insert: on the Indenture shall have relevant Regular Record Date] on the meanings assigned relevant record date to them in receive interest due on the Indenture. The Company may, on any relevant Interest Payment Date), if redeemed during the 12-month period commencing May 1, of each of the years indicated below: Redemption Year Price ---- ---------- 2002 105.000% 2003 103.333% 2004 101.667% 2005 and thereafter 100.000% In addition, at its optionany time prior to May 1, 2002, the Securities will be redeemable, in whole or from time to time in part, at the option of the Issuer on any date, upon not less than thirty (30) days’ 30 nor more than sixty (60) 60 days’ written notice ' prior notice, at a redemption price equal to the Holders greater of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trusteei) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion % of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior Notes, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company be redeemed and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.118 111

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 22June 30, 2011 2005 (the “Indenture”), between the Company and The Bank of New York Mellon Trust CompanyJPMorgan Chase Bank, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of June 30, 2005 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the XX Xxxxx Capital Trust I (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June July 30, 2011 2010 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) ), and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “"Securities”) "), issued and to be issued in one or more series under the Indenture, an Indenture dated as of March 22, 2011 _________________________ (the “"Indenture”"), between the Company and The Bank of New York Mellon Trust Company, National AssociationChase Manhattan Bank, as Trustee (in such capacitythe "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used As provided in this Security that are defined the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture shall have provided or permitted. This Security is one of the meanings assigned series designated on the face hereof [if applicable, insert--, limited in aggregate principal amount to them in the IndentureU.S.$ ]. [If applicable, insert--The Company may, on any Interest Payment Date, at its option, Securities of this series are subject to redemption upon not less than thirty (30) days’ 30 nor more than sixty (6060 days' notice by mail, [if applicable, insert--(1) days’ written notice to on ________________ in any year commencing with the Holders year and ending with the year through operation of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time series at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2)] at any time [if applicable, insert--on or after , ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed (if applicable, insert--on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE ---- ------------------ ---- ------------------ and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemptionredemption [if applicable, insert--(whether through operation of the sinking fund or otherwise)] with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the occurrence and during the continuation Holders of a Special Eventsuch Securities, the Company may[If applicable, at its option, insert--The Securities of this series are subject to redemption upon not less than thirty (30) days’ 30 nor more than sixty 60 days' notice by mail, (601) days’ written notice to on in any year commencing with the Holders year and ending with the year through operation of the Senior Notes sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (unless expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert--on or after ], as a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not or in part, subject to at the terms and conditions of Article XI election of the Indenture Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, REDEMPTION PRICE REDEMPTION PRICE FOR FOR REDEMPTION REDEMPTION OTHERWISE THAN THROUGH THROUGH OPERATION OPERATION YEAR OF THE SINKING FUND OF THE SINKING FUND ---------------- ------------------- --------------------------------- and thereafter at a Redemption Price equal to one hundred seven and one half percent (107.5%) % of the principal amount hereofamount, together, together in the case of any such redemption, redemption (whether through operation of the sinking fund or otherwise) with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert--The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable,--not less than $ ("mandatory sinking fund") and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable,--mandatory] sinking fund payments may be credited against subsequent [if applicable,--mandatory] sinking fund payments otherwise required to be made [if applicable,--in the inverse order in which they become due].] [If the Security is subject to redemption in part of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert--The Securities of this series are not redeemable prior to Stated Maturity.] [If the Security is not an Original Issue Discount Security, insert--If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert--If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. If less than Such amount shall be equal to--insert formula for determining the amount. Upon payment (i) of the amount of principal so declared due and payable, and (ii) of interest on any overdue principal and overdue interest, all of the Senior Notes are Company's obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.) The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be redeemed, affected under the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date Indenture at any time by the Company and the Trustee from with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities not previously called for redemption, by such method of all series to be affected (voting as one class). The Indenture also contains provisions permitting the Trustee shall deem fair and appropriate and which may provide for the selection for redemption Holders of a portion of the majority in aggregate principal amount of any Securitythe Outstanding Securities of all affected series (voting as one class), on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior Notes, with the consent of the Holders of not less than a majority in principal amount of the Securities of any series then Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or [any premium or] interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and [any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), premium and] interest on this Security at the times, place place(s) and rate, and in the coin or currency, herein prescribed. [If a Global Security, insert--This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert--As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined registerable in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for in [if applicable, insert -- any place where the principal of and any premium and interest on this Security are payable] [if applicable, insert-- The City of New York [, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such purposetransfer agent, at the [main] offices of in and in or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. .] The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 U.S.$____________ and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Security, or for any claim based thereon or otherwise in respect thereof, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company andor of any successor Person, either directly or through the Company or any successor Person, whether by its virtue of any constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released by the acceptance of this Security or hereof and as a beneficial interest herein, the Holder condition of, and as part of the consideration for, the Securities and the execution of the Indenture. The Indenture provides that the Company (a) will be discharged from any Person that acquires and all obligations in respect of the Securities (except for certain obligations described in the Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company deposits, in trust, with the Trustee money or U.S. Government Obligations (or a beneficial combination thereof) which through the payment of interest inthereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities, but such money need not be segregated from other funds except to the extent required by law. This Security shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security agree thatwhich are defined in the Indenture shall have the meanings assigned to them in the Indenture. [If a Definitive Security, for United States federalinsert as a separate page-- FOR VALUE RECEIVED, state the undersigned hereby sell(s), assign(s) and local tax purposestransfer(s) unto ------------------------------------------------------------------------------- (Please Print or Typewrite Name and Address of Assignee) the within instrument of EL PASO ENERGY CORPORATION and does hereby irrevocably constitute and appoint ________________________ Attorney to transfer said instrument on the books of the within-named Company, it is intended that with full power of substitution in the premises. Please Insert Social Security or Other Identifying Number of Assignee: -------------------------------------- ----------------------------- Dated: -------------------------------- ----------------------------- (Signature) NOTICE: The signature to this Security constitute indebtednessassignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.]

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 22August 9, 2011 2005 (the “Indenture”), between the Company and The Bank of New York Mellon Trust CompanyJPMorgan Chase Bank, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of August 9, 2005 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the Gramercy Capital Trust II (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June October 30, 2011 2010 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) , and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) ), issued and to be issued in one or more series under the an Indenture, dated as of March 22[__________], 2011 (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National AssociationMellon, as Trustee (in such capacity, herein called the “Trustee,” ”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $[_________]. [The sinking fund for the Securities of this Security that are defined series provides for the redemption on _____________ in each year beginning with the Indenture shall have year ____ and ending with the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon year _____of [not less than thirty $________ (30“mandatory sinking fund”) days’ nor and not more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the than] $________ aggregate principal amount hereof, together, of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made [in the case inverse order in which they become due].] The Securities of this series do not have the benefit of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Datesinking fund obligations. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Securities of this series are not redeemable prior to maturity. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security and/or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If less than all the Senior Notes are an Event of Default with respect to Securities of this series shall occur and be redeemedcontinuing, the particular principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be redeemed continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be selected not more than sixty equal to [formula for determining the amount]. Upon payment (60a) days prior of the amount of principal so declared due and payable and (b) of interest on any overdue principal, premium and interest (in each case to the Redemption Date by extent that the Trustee from payment of such interest shall be legally enforceable), all of the Outstanding Securities not previously called for redemption, by such method as Company’s obligations in respect of the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion payment of the principal amount of any Securityand premium and interest, if any, on the Securities of this series shall terminate. The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be adversely affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding Securitiesof each series to be adversely affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, interest and interest, including any Additional Interest (to the extent legally enforceable), Amounts on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. If at any time the Depositary for this Security notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary shall no longer be eligible under the Indenture with respect to this Security, and if a successor Depositary eligible under the Indenture for this Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election that the Securities of this Issue be represented by a Book-Entry Security shall no longer be effective with respect to this Security, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of definitive Securities shall authenticate and deliver, Securities in definitive form in an aggregate principal amount equal to the principal amount of this Security in exchange for this Security. The Senior Notes Company may at any time and in its sole discretion determine that the Securities of this Series shall no longer be represented by Book-Entry Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, Securities of this Series in definitive form and in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing this Series in exchange for such Book-Entry Security or Securities. No Holder of any Securities shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy under the Indenture, unless (a) the Trustee shall have received written notice from such Holder of a continuing Event of Default in respect of such Securities; (b) the Trustee shall have received a written request from the Holders of not less than 25% in principal amount of the Outstanding Securities of the series in respect of which the Event of Default has occurred to institute proceedings in respect of such Event of Default in its own name as trustee under the Indenture; (c) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of such series. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 1,000 and any integral multiple of $1,000 in excess multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposespurposes (subject to Section 3.08 of the Indenture), whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of All terms used in this Security or a beneficial interest herein, which are defined in the Holder of, Indenture shall have the meanings assigned to them in the Indenture. The Indenture and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state shall be governed by and local tax purposes, it is intended that this Security constitute indebtednessconstrued in accordance with the laws of the State of New York without regard to the conflicts of laws principles thereof.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company designated as its 6.375% [Exchange]* Senior (Secured) Notes due 2014 (herein called the “Securities”) ), which may be issued under the Indenture, dated as of March 22, 2011 an indenture (herein called the “Indenture”)) dated as of February 20, 2004 between the Company and The Bank of New York Mellon Trust Company, National AssociationJPMorgan Chase Bank, as Trustee trustee (in such capacity, herein called the “Trustee,” ”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior NotesSecurities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them As provided for in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its optionsubject to certain limitations, upon not less than thirty (30) days’ nor more than sixty (60) days’ written from time to time, without notice to or the Holders consent of the Senior Notes (unless a shorter notice period Holders, create and issue Additional Securities so that such Additional Securities shall be satisfactory consolidated and form a single series with the Securities initially issued by the Company and shall have the same terms as to status, redemption or otherwise as Securities originally issued. Any Additional Securities shall be issued with the benefit of any indenture supplemental to the Trustee)Indenture. THE COMPANY WILL PAY TO THE HOLDERS SUCH ADDITIONAL AMOUNTS AS MAY BECOME PAYABLE UNDER SECTION 1012 OF THE INDENTURE. AS PROVIDED IN THE INDENTURE, redeem this SecurityTHE SECURITIES WILL INITIALLY BE SECURED BY THE PLEDGE TO THE TRUSTEE PURSUANT TO THE PLEDGE AGREEMENT OF THE TRUST BOND ISSUED BY THE COMPANY UNDER THE DEED OF TRUST. EACH HOLDER BY ACCEPTING A SECURITY SHALL BE BOUND BY AND BE ENTITLED TO THE BENEFITS OF THE DEED OF TRUST AND THE OTHER COLLATERAL DOCUMENTS, in whole AS THE SAME MAY BE AMENDED FROM TIME TO TIME PURSUANT TO THE RESPECTIVE PROVISIONS THEREOF AND OF THE INDENTURE. ------------------------ * Include only for Initial Securities. IN THE EVENT THAT (i) ON A PRO FORMA BASIS GIVING EFFECT TO THE RELEASE OF THE SECURITY FOR THE SECURITIES AND ANY OTHER DEBT OF THE COMPANY WITH SIMILAR RELEASE PROVISIONS, (A) NO DEBT OF THE COMPANY WOULD BE OUTSTANDING AND (B) THERE WOULD BE NO AVAILABILITY TO THE COMPANY UNDER ANY BANK CREDIT FACILITIES, OPERATING CREDIT FACILITIES OR SWAP AGREEMENTS, IN THE CASE OF EACH OF (A) AND (B) THAT IS OR ARE SECURED BY A LIEN OF THE PLEDGE AGREEMENT OR ANY COLLATERAL DOCUMENT OR ANY OTHER LIEN ON THE DEED OF TRUST COLLATERAL, (ii) THE RATINGS ASSIGNED TO THE SECURITIES BY AT LEAST TWO OF THE THREE RATING AGENCIES ARE INVESTMENT GRADE RATINGS AND (iii) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THE INDENTURE, THEN, WITHOUT THE CONSENT OF THE HOLDERS, THE COMPANY MAY PERMANENTLY TERMINATE THE LIEN OF THE PLEDGE AGREEMENT OR ANY COLLATERAL DOCUMENT AND ANY OTHER LIEN ON THE DEED OF TRUST COLLATERAL IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE. ON OR BEFORE EACH PAYMENT DATE, THE COMPANY SHALL DELIVER OR CAUSE TO BE DELIVERED TO THE TRUSTEE OR THE PAYING AGENT AN AMOUNT IN U.S. DOLLARS SUFFICIENT TO PAY THE AMOUNT DUE ON SUCH PAYMENT DATE. THE SECURITIES WILL BE SUBJECT TO REDEMPTION UPON NOT LESS THAN 30 NOR MORE THAN 60 DAYS' PRIOR NOTICE BY FIRST-CLASS MAIL, AT ANY TIME, AS A WHOLE OR IN PART, IN AMOUNTS OF U.S.$1,000 OR AN INTEGRAL MULTIPLE OF U.S.$1,000, AT THE OPTION OF THE COMPANY, AT A REDEMPTION PRICE EQUAL TO THE GREATER OF: (1) 100% OF THE PRINCIPAL AMOUNT OF THE SECURITIES, AND (2) AS DETERMINED BY THE QUOTATION AGENT, THE SUM OF THE PRESENT VALUES OF THE REMAINING SCHEDULED PAYMENTS OF PRINCIPAL AND INTEREST ON THE SECURITIES (NOT INCLUDING ANY PORTION OF THE PAYMENTS OF INTEREST ACCRUED AS OF THE REDEMPTION DATE) DISCOUNTED TO THE REDEMPTION DATE ON A SEMI-ANNUAL BASIS (ASSUMING A 360-DAY YEAR CONSISTING OF TWELVE 30-DAY MONTHS) AT THE ADJUSTED TREASURY RATE PLUS 50 BASIS POINTS, IN EACH CASE PLUS ACCRUED INTEREST THEREON TO THE REDEMPTION DATE, ALL AS PROVIDED IN THE INDENTURE. The Securities will also be subject to redemption as a whole, but not in part, subject to at the terms and conditions of Article XI option of the Indenture Company at a Redemption Price equal to one hundred seven and one half percent (107.5%) any time, on not less than 30 nor more than 60 days' prior written notice, at 100% of the principal amount hereof, togetherplus accrued interest to the Redemption Date, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable in respect of the Securities, any Additional Amounts as a result of certain changes affecting Canadian withholding taxes. In the case of any redemption of Securities, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of record of such redemptionSecurities, or one or more Predecessor Securities, at the close of business on the relevant Record Date referred to on the face hereof. Securities (or portions thereof) for whose redemption and payment provision is made in accordance with accrued interest, including any Additional Interest, through but excluding the date fixed as Indenture shall cease to bear interest from and after the Redemption Date. In the event of redemption of this Security in part only, a new replacement Security or Securities for the unredeemed portion hereof will shall be issued in the name of the Holder hereof upon the cancellation hereof. If less an Event of Default (other than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date an Event of Default resulting from a Change in Control Triggering Event which is cured by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair making and appropriate and which may provide for the selection for redemption consummation of a portion of Change in Control Offer) shall occur and be continuing, the principal amount of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. In addition, it shall be an Event of Default under the Indenture if a Change in Control Triggering Event occurs on or prior to the Maturity of the Securities. The Securities may be accelerated following such an Event of Default as provided in the Indenture unless the Company (or a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Securities and purchases the Securities for the Change in Control Purchase Price in cash on the date that is 40 Business Days after the occurrence of the Change in Control Triggering Event from a Holder who delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any Change in Control Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the terms and provisions of the Indenture. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related Defaults and Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security. The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of under the Senior Notes, Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding SecuritiesSecurities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Senior NotesSecurities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, hereof whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any, ) and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place place, and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in registrable on the Investment Company Act Security Register of 1940, as amended,) and is registrable in the Securities RegisterCompany, upon surrender of this Security for registration of transfer at the office offices or agency agencies of the Company maintained for such purpose, purpose in The City of New York duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s its attorney duly authorized in writing, and thereupon one or more new replacement Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 U.S.$1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchangeexchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges payable in connection therewithwith any registration of transfer or exchange. The Prior to the time of due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of All terms used in this Security or a beneficial interest hereinwhich are defined in the Indenture shall have the meanings assigned to them in the Indenture. SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. JPMorgan Chase Bank, the Holder ofas Trustee, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended certifies that this Security constitute indebtedness.is one of the Securities referred to in the within-mentioned Indenture. By:

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Amended and Restated Junior Subordinated Indenture, dated as of March 22September , 2011 2005 (the “Indenture”), between the Company and The Bank of New York Mellon Trust CompanyJPMorgan Chase Bank, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Second Amended and Restated Trust Agreement, dated as of September , 2005 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the Impac Capital Trust #1 (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June April 30, 2011 2010 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, prior to April 30, 2010, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) ), and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) ), issued and to be issued in one or more series under the an Indenture, dated as of March 22____________, 2011 (200_ herein called the “Indenture”,” which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, National Association________________, as Trustee (in such capacity, herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this This Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders is one of the Senior Notes (unless a shorter notice period shall be satisfactory to series designated on the Trustee) on or after June 30face hereof [IF APPLICABLE, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security INSERT -,limited in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the aggregate principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Dateto $ ____________]. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. _______YEAR_______ REDEMPTION _______PRICE_______ _______YEAR_______ REDEMPTION PRICE The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less more than a majority 50% in principal amount of the Securities at the time Outstanding Securitiesof each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than a majority in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, premium and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s its attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 _____ and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of All terms used in this Security or a beneficial interest herein, that are defined in the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednessIndenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company Bank (herein called the “Securities”) ), issued and to be issued in one or more series under the an Indenture, dated as of March 22, 2011 2024 (herein called the “Indenture”,” which term shall have the meaning assigned to it in such instrument), between the Company Bank and The Bank of New York Mellon Trust Company, National AssociationMellon, as Trustee trustee, security registrar and paying agent (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rightsduties, duties protections, immunities and immunities indemnities thereunder of the CompanyBank, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used This Security is one of the series designated on the face hereof [if applicable, insert — , [initially] limited in this Security aggregate principal amount to $ , provided that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company Bank may, on without the consent of any Interest Payment DateHolder, at its optionany time and from time to time, increase the initial principal amount.] [If applicable, insert — The Securities of this series are subject to redemption upon not less than thirty (30) five days’ nor more than sixty notice, [if applicable, insert — (601) days’ written notice to on in any year commencing with the Holders year and ending with the year through operation of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time series at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2)] at any time [if applicable, insert on or after , ], as a whole or in part, at the election of the Bank (and if required by applicable law, with the prior written consent of the Superintendent of Financial Institutions (Canada)), at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [If applicable, insert —on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemptionredemption [if applicable, insert (whether through operation of the sinking fund or otherwise)] with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the occurrence and during Holders of such Securities, or one or more Predecessor Securities, of record at the continuation close of a Special Eventbusiness on the relevant Record Dates referred to on the face hereof, all as provided in the Company mayIndenture.] [if applicable, at its optioninsert — The Securities of this series are also redeemable as set forth hereinafter.] [If applicable, insert — The Securities of this series are subject to redemption upon not less than thirty (30) five days’ nor more than sixty notice by mail, (601) days’ written notice to on in any year commencing with the Holders year and ending with the year through operation of the Senior Notes sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (unless expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after ], as a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not or in part, subject to at the terms and conditions of Article XI election of the Indenture Bank (and if required by applicable law, with the prior written consent of the Superintendent of Financial Institutions (Canada)), at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to one hundred seven and one half percent (107.5%) % of the principal amount hereofamount, together, together in the case of any such redemption, redemption (whether through operation of the sinking fund or otherwise) with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [ if applicable, insert — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Bank otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert —, in the inverse order in which they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. .] [If less than all the Senior Notes are applicable, insert reference to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion any other right of the principal amount Bank to redeem a Security of any Security. this series.] [If applicable, insert — The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to enter into a supplemental indenture this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If applicable, insert provisions with respect to the option of Holders to require purchase or indentures for repayment of Securities of this series by the purpose of modifying in any manner Bank at the rights and obligations option of the Company Holder and the issuance of Securities in lieu of Securities purchased or repaid by the Bank at the option of the Holders Holder.] [If applicable, insert provisions requiring an adjustment to the interest rate in certain circumstances.] The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate to the prior payment in full of all other liabilities of the Senior Notes, Bank except liabilities which by their terms rank in right of payment equally with the consent or subordinate to subordinated indebtedness of the Holders of not less than a majority in principal amount of Bank, including the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, and this Security is issued subject to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequenceswith respect thereto. Any such consent or waiver by the Each Holder of this Security Security, by accepting the same, (a) agrees to and shall be conclusive bound by such provisions, (b) authorizes and binding upon directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee as his or her attorney-in-fact for any and all such purposes. Each Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether by his or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or her acceptance hereof, waives all notice of the Indenture shall alter or impair the obligation acceptance of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, subordination provisions contained herein and in the coin Indenture by each holder of Senior Indebtedness whether now outstanding or currencyhereafter created, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forthincurred, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office assumed or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writingguaranteed, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested waives reliance by the Holder surrendering the same. No service charge shall be made for any each such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednessholder upon said provisions.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 2229, 2011 2007 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of March 29, 2007 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the CT Preferred Trust II (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June April 30, 2011 2012 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof (or of the redeemed portion hereof, as applicable), together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 2215, 2011 2005 (the “Indenture”), between the Company and The Bank of New York Mellon Trust CompanyJPMorgan Chase Bank, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of March 15, 2005 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the NovaStar Capital Trust I (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June March 30, 2011 2010 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 22September 29, 2011 2006 (the “Indenture”), between the Company and The Bank of New York Mellon Trust CompanyXxxxx Fargo Bank, National AssociationN.A., as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of September 29, 2006 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the RCC Trust II (the “Trust”) by and among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30the No Call Period, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. If a Significant Event occurs after the No Call Period, the Company shall, upon receipt of a Significant Event Election, redeem the Securities in whole within thirty (30) days of receipt of such Election under the Indenture, at a Redemption Price equal to one hundred (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, to but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special EventEvent or an Event of Default during the No Call Period, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. If the Company and the Trustee shall have received within thirty (30) days from the holders of the Preferred Securities’ receipt of a Significant Event Notice under the Indenture, written notice from at least 25% of the holders of the Preferred Securities electing to cause either the Defeasance (if during the No Call Period) or redemption (if after the expiration of the No Call Period), as applicable, of the Notes, then the Company shall (i) if such Significant Event occurs during the No Call Period, cause Article XIII of the Indenture to be applied to the Outstanding Securities, or (ii) if such Significant Event occurs after the expiration of the No Call Period, redeem the Notes pursuant to Section 11.2 of the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of in a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “"Securities”) "), issued and to be issued in one or more series under the an Indenture, dated as of March 22, 2011 ____ (herein called the “"Indenture”"), between the Company and The U.S. Bank of New York Mellon Trust Company, National Association, as Trustee (in such capacityherein called the "Trustee", the “Trustee,” which term includes any successor trustee under the IndentureIndenture with respect to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms tame upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used This Security is one of the Series designated on the face hereof [, limited in this Security that are defined aggregate principal amount to $ ]. [The Company will pay to the Holders such Additional Amounts in the Indenture shall have the meanings assigned to them in respect of Panamanian taxes as may become payable under Section 10.5 of the Indenture.] [IF APPLICABLE-INSERT-The Securities may be converted pursuant to the terms herein into [ ] if:[detail terms of conversion]. The Securities in respect of which a Holder has delivered [form of conversion notice] exercising the option of such Holder to require the Company mayto purchase such Security.] [IF APPLICABLE, on any Interest Payment Date, at its option, INSERT -- The Securities of this series are subject to redemption upon not less than thirty 30 days' notice by mail, [IF APPLICABLE, INSERT -- (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee1) on or after June 30, 2011 in any year commencing with the year and subject to ending with the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time year at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2)] at any time [on or after , 20 ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE ---- ---------------- ---- ---------------- and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemption, redemption with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice but interest installments whose Stated Maturity is on or prior so such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the Senior Notes (unless close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] [The Securities will also be subject to redemption as a shorter notice period shall be satisfactory to the Trustee)whole, redeem this Security, in whole but not in part, subject at the option of the Company at any time at 100% of the principal amount, together with accrued interest thereon to the Redemption Date, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Securities, any Additional Amounts as a result of certain changes affecting Panamanian withholding taxes which are specified in the Indenture.] [IF APPLICABLE - INSERT - The Securities may be converted pursuant to the terms herein into [ ] if: [detail terms of conversion]. The Securities in respect of which a Holder has delivered [form of conversion notice] exercising the option of such Holder to require the Company to purchase such Security.] [IF APPLICABLE, INSERT -- The Securities of this series are subject to redemption upon not less than 30 days' notice by mail, (1) on in any year commencing with the year and conditions of Article XI ending with the year through operation of the Indenture sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as pages of the principal amount) set forth in the table below, and (2) at any time [on or after ], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________ of the years indicated, REDEMPTION PRICE REDEMPTION PRICE FOR REDEMPTION FOR REDEMPTION OTHERWISE THAN THROUGH OPERATION THROUGH OPERATION YEAR OF THE SINKING FUND OF THE SINKING FUND ---- ------------------- ------------------- and thereafter at a Redemption Price equal to one hundred seven and one half percent (107.5%) % of the principal amount hereofamount, together, in together is the case of any such redemption, redemption (whether through operation of the sinking fund or otherwise) with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] [Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum.] [The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [not less than] $ [("mandatory sinking fund") and not more than $ ] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made in the [describe order] order in which they became due.] [In the event of redemption or repayment of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If .] [IF APPLICABLE, INSERT -- The Securities of this series are subject to repayment in whole [or in part] [but not in part], in integral multiples of $ , on [and ] at the option of the Holder hereof at a Repayment Price equal to % of the principal amount thereof [to be repaid], together with interest thereon accrued to the Repayment Date, all as provided in the Indenture [; PROVIDED, HOWEVER, that the principal amount of this Security may not be repaid in part if, following such repayment, the unpaid principal amount of this Security would be less than all [$ ] [the Senior Notes are minimum authorized denomination for Securities of this series]]. To be repaid at the option of the Holder, this Security, with the "Option to Elect Repayment" form duly completed by the Holder hereof, must be redeemedreceived by the Company at its office or agency maintained for that purpose in either the City of ____________, the particular Securities to State of ______________, or the City of St. Xxxx, the State of Minnesota [, which will be redeemed shall be selected located initially at the office of the Trustee at ____________________], not more earlier than sixty (60) 30 days nor later than 15 days prior to the Redemption Date Repayment Date. Exercise of such option by the Trustee from Holder of this Security shall be irrevocable unless waived by the Outstanding Company.] [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY -- If an Event of Default with respect to Securities not previously called for redemptionof this series shall occur and be continuing, by the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY -- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE AMOUNT. Upon payment (i) of the amount of principal so declared due sad payable and (ii) of interest on any overdue principal; and overdue interest (in each case to the extent that the payment of such method as interest shall be legally enforceable), all of the Trustee shall deem fair and appropriate and which may provide for Company's obligations in respect of the selection for redemption of a portion payment of the principal amount of any Security. and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders holders of not less than a majority in principal amount of the Outstanding SecuritiesSecurities of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesOutstanding Securities of each series, on behalf of the Holders of all SecuritiesOutstanding Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the amount of principal of (and any premium, if any, on) and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security herein provided, and at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein any place where the principal of (and premium, if any, on) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 $ and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities and of this series of like tenor of a different authorized denomination, denominations as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [IF APPLICABLE, INSERT-- OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company andto repay the within Security [(or the portion thereof specified below)], by pursuant to its acceptance terms, on the "Repayment Date" first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to ____% of the principal amount thereof, together with interest thereon accrued to the Repayment Date, to the undersigned at: ---------------------------------------------------------------- ---------------------------------------------------------------- (Please Print or Type Name and Address of the Undersigned.) FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS SECURITY WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED NOT EARLIER THAN 30 DAYS PRIOR TO THE REPAYMENT DATE AND NOT LATER THAN 15 DAYS PRIOR TO THE REPAYMENT DATE BY THE COMPANY AT ITS OFFICE OR AGENCY EITHER IN THE CITY OF ______________, THE STATE OF __________, OR THE CITY OF ST. XXXX, THE STATE OF MINNESOTA [, WHICH WILL BE LOCATED INITIALLY AT THE OFFICE OF THE TRUSTEE AT ______________________]. (If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $ or an integral multiple thereof) which is to be repaid: $ . The principal amount of this Security or a beneficial interest hereinmay not be repaid in part if, following such repayment, the Holder of, and any Person that acquires a beneficial interest in, unpaid principal amount of this Security agree thatwould be less than [$ [the minimum authorized denomination for Securities of this series].] [If less than the entire principal amount of the within Security is to be repaid, specify the denomination(s) of the Security(ies) to be issued for United States federal, state and local tax purposes, it is intended that the unpaid amount: ($ or any integral multiple of $ ): $ .] Dated: --------------------------- Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security constitute indebtednessin every particular without alterations or enlargement or any change whatsoever.]

Form of Reverse of Security. This Security is one of a duly authorized issue of senior securities of the Company Partnership (herein called the “Securities”) ), issued and to be issued in one or more series under the Indenture, an Indenture dated as of March January 22, 2011 2013 (the “Indenture”), between among the Company Partnership, the Guarantor (defined below) and The Bank of New York Mellon Trust CompanyXxxxx Fargo Bank, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the CompanyPartnership, the TrusteeGuarantor, the Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used As provided in this Security that are defined the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture shall have provided or permitted. This Security is one of the meanings assigned series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to them in U.S.$ ]. This Security is the Indenturesubordinated unsecured obligation of the Partnership and is guaranteed pursuant to a guarantee (the “Guarantee”) by NuStar Energy L.P., a Delaware limited partnership (the “Guarantor”). The Company mayGuarantee is the subordinated unsecured obligation of the Guarantor. [If applicable, on any Interest Payment Date, at its option, insert — The Securities of this series are subject to redemption upon not less than thirty (30) days’ 30 nor more than sixty (60) 60 days’ written notice to by mail, [if applicable, insert — (1) on in any year commencing with the Holders year and ending with the year through operation of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time series at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2)] at any time [if applicable, insert — on or after , ], as a whole or in part, at the election of the Partnership, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , %, and if redeemed] during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemptionredemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the occurrence and during Holders of such Securities, or one or more Predecessor Securities, of record at the continuation close of a Special Eventbusiness on the relevant Record Dates referred to on the face hereof, all as provided in the Company mayIndenture.] [If applicable, at its option, insert — The Securities of this series are subject to redemption upon not less than thirty (30) days’ 30 nor more than sixty (60) 60 days’ written notice to by mail, (1) on in any year commencing with the Holders year and ending with the year through operation of the Senior Notes sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (unless expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after ], as a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not or in part, subject to at the terms and conditions of Article XI election of the Indenture Partnership, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to one hundred seven and one half percent (107.5%) % of the principal amount hereofamount, together, together in the case of any such redemption, redemption (whether through operation of the sinking fund or otherwise) with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — The sinking fund for this series provides for the redemption in each year beginning with the year and ending with the year of [if applicable, — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Partnership otherwise than through [if applicable, — mandatory] sinking fund payments may be credited against subsequent [if applicable, — mandatory] sinking fund payments otherwise required to be made [if applicable, — in the inverse order in which they become due].] [If the Security is subject to redemption in part of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. .] [If less than all applicable, insert — The Securities of this series are not redeemable prior to Stated Maturity.] [If the Senior Notes are Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be redeemedcontinuing, the particular principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be redeemed continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be selected not more than sixty equal to — insert formula for determining the amount. Upon payment (601) days prior of the amount of principal so declared due and payable, and (2) of interest on any overdue principal and overdue interest (in each case to the Redemption Date by extent that the Trustee from payment of such interest shall be legally enforceable), all of the Outstanding Securities not previously called for redemption, by such method as Partnership’s obligations in respect of the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion payment of the principal amount of any Security. and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company Partnership and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Partnership and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding Securitiesof all series to be affected (voting as one class). The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company Partnership or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, regardless of whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or [any premium or] interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the CompanyPartnership, which is absolute and unconditional, to pay the principal of and [any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), premium and] interest on this Security at the times, place place(s) and rate, and in the coin or currency, herein prescribed. [If a Global Security, insert — This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert — As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for Partnership in [if applicable, insert — any place where the principal of and any premium and interest on this Security are payable] [if applicable, insert — The City of New York [, or, subject to any laws or regulations applicable thereto and to the right of the Partnership (limited as provided in the Indenture) to rescind the designation of any such purposetransfer agent, at the [main] offices of in and in or at such other offices or agencies as the Partnership may designate]], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Partnership and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. .] The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 U.S.$ [state other currency] and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company Partnership may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The CompanyPrior to due presentment of this Security for registration of transfer, the Partnership, the Trustee and any agent of the Company Partnership or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, regardless of whether or not this Security be is overdue, and neither the CompanyPartnership, the Trustee nor any such agent shall be affected by notice to the contrary. The Company andSecurity is subordinated in right of payment to Senior Debt and the Guarantee is subordinated in right of payment to Guarantor Senior Debt, to the extent provided in the Indenture. Obligations of the Partnership under the Indenture and the Securities thereunder, including this Security, are non-recourse to NuStar GP, Inc. (the “General Partner”) and its Affiliates (other than the Partnership and the Guarantor), and payable only out of cash flow and assets of the Partnership or the Guarantor. The Trustee, and each Holder of a Security by its acceptance hereof, will be deemed to have agreed in the Indenture that (1) neither the General Partner nor its assets (nor any of its Affiliates other than the Partnership and the Guarantor, nor their respective assets) shall be liable for any of the obligations of the Partnership or the Guarantor under the Indenture or such Securities, including this Security, and (2) no director, officer, employee, stockholder or unitholder, as such, of the Partnership, the Guarantor, the Trustee, the General Partner or any Affiliate of any of the foregoing entities shall have any personal liability in respect of the obligations of the Partnership or the Guarantor under the Indenture or such Securities by reason of his, her or its status. The Indenture provides that the Partnership and the Guarantor (a) will be discharged from any and all obligations in respect of the Securities (except for certain obligations described in the Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Partnership or the Guarantor deposits, in trust, with the Trustee money or U.S. Government Obligations (or a combination thereof) which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities, but such money need not be segregated from other funds except to the extent required by law. This Security shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security or which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [If a beneficial interest hereinDefinitive Security, insert as a separate page — FOR VALUE RECEIVED, the Holder ofundersigned hereby sell(s), assign(s) and any Person that acquires a beneficial interest intransfer(s) unto (Please Print or Typewrite Name and Address of Assignee) the within instrument of NUSTAR LOGISTICS, this L.P. and does hereby irrevocably constitute and appoint Attorney to transfer said instrument on the books of the within-named Partnership, with full power of substitution in the premises. Please Insert Social Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.or Other Identifying Number of Assignee: Dated: (Signature): Signature Guarantee:

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “"Securities”) issued under the Junior Subordinated Indenture, dated as of March 2215, 2011 2005 (the “"Indenture”), between the Company and The Bank of New York Mellon Trust CompanyJPMorgan Chase Bank, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of March 15, 2005 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to Lxxxxx Capital Trust I (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June March 30, 2011 2010 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) ), and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be construed and enforced in accordance with and governed by the laws of the State of New York, without reference to its conflict of laws provisions (other than Section 5-1401 of the General Obligations Law).

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 22January 27, 2011 2006 (the “Indenture”), between the Company and The Bank of New York Mellon Trust CompanyJPMorgan Chase Bank, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of January 27, 2006 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the Gramercy Capital Trust III (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June January 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) , and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities Securities of the Company designated as its 12 1/8% Senior Discount Notes Due 2009 (the “"Securities”") issued under the an Indenture, dated as of March 22November 17, 2011 1999 (herein called the “"Indenture”"), between the Company and The Bank U.S. Trust Company of New York Mellon Trust Company, National AssociationTexas, as Trustee trustee (in such capacityherein called the "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), . The Securities are limited in aggregate principal amount to which $455,000,000. Reference is hereby made to the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that The Securities are defined in the Indenture shall have the meanings assigned subject to them in the Indenture. The Company may, on any Interest Payment Date, at its option, redemption upon not less than thirty (30) days’ 30 nor more than sixty (60) 60 days’ written ' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Holders Security Register, in amounts of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) $1,000 or an integral multiple of $1,000, at any time on or after June 30December 1, 2011 2004 and prior to maturity, as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount) plus accrued and unpaid interest to but excluding the Redemption Date (subject to the terms and conditions right of Article XI Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment that is on or prior to the Redemption Date), if redeemed during the 12-month period beginning December 1 of each of the Indenture, redeem this Security in whole at any time or in part from time to time years indicated below: Redemption Year Price ---- ------ 2004 106.063% 2005 104.042% 2006 102.021% and thereafter at a Redemption Price equal to one hundred percent (100%) 100.000% of the principal amount hereofamount, together, together in the case of any such redemption, redemption with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. In additionThe Securities are further subject to redemption on or prior to December 1, upon 2002 only in the occurrence and during event that on or before December 1, 2002 the continuation Company receives net proceeds from a sale of a Special Eventits Common Equity, in which case the Company may, at its option, use all or a portion of any such net proceeds to redeem Securities in a principal amount of up to 33 1/3% of the Accreted Value of the Securities at a Redemption Price of 112.125% of the Accreted Value of the Securities to be redeemed to but excluding the Redemption Date; PROVIDED, HOWEVER, that Securities in an amount equal to at least 66 2/3% of the Accreted Value of the Securities remain Outstanding after such redemption and such redemption occurs on a Redemption Date within 90 days of any such sale of the Company's Common Equity and upon not less than thirty (30) days’ 30 nor more than sixty (60) 60 days’ written ' notice by mail to the Holders each Holder of the Senior Notes (unless a shorter notice period shall Securities to be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture redeemed at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, such Holder's address appearing in the case Security Register. The Company may only redeem the Securities in amounts of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date$1,000 or an integral multiple of $1,000. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all The Securities do not have the Senior Notes benefit of any sinking fund obligations. The Indenture provides that, subject to certain conditions, if (i) a Change of Control occurs or (ii) certain Net Available Proceeds are available to be redeemedthe Company as a result of any Asset Disposition, the particular Securities to be redeemed Company shall be selected not more than sixty (60) days prior required to the Redemption Date by the Trustee from the Outstanding Securities not previously called make an Offer to Purchase for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of all or a specified portion of the Securities. [If not a Global Security -- In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities of like tenor for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If a Global Security insert -- In the event of a deposit or withdrawal of an interest in this Security (including upon an exchange, transfer, redemption or repurchase of this Security in part only) effected in accordance with the Applicable Procedures, the Security Registrar, upon receipt of notice of such event from the Depositary's custodian for this Security, shall make an adjustment on its records to reflect an increase or decrease of the Outstanding principal amount of this Security resulting from such deposit or withdrawal, as the case may be.] If an Event of Default shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Security, or (ii) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth therein. Unless the context otherwise requires, the Original Securities (as defined in the Indenture) and the Exchange Securities (as defined in the Indenture) shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase. The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding SecuritiesSecurities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Senior NotesSecurities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default, the Holders of not less than 25% in principal amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any, ) and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, Security Register upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein the Borough of Manhattan, The City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and like tenor and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like tenor and aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither none of the Company, the Trustee nor or any such agent shall be affected by notice to the contrary. The Company andInterest [If an Original Security, by its acceptance of then insert: (other than Additional Interest)] on this Security or shall be computed on the basis of a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, 360-day year of twelve 30-day months. All terms used in this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednesswhich are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities Securities of the Company Issuer designated as its 101/8% Senior Discount Notes due 2008 (the “"Securities”") issued under the an Indenture, dated as of March 22February 27, 2011 1998 (herein called the “"Indenture”"), between the Company Issuer, RSL Communications, Ltd., as the guarantor (the "Guarantor") and The Bank of New York Mellon Trust Company, National AssociationChase Manhattan Bank, as Trustee trustee (in such capacityherein called the "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), . Reference is hereby made to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the CompanyIssuer, the TrusteeGuarantor, the Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that The Securities are defined in the Indenture shall have the meanings assigned subject to them in the Indenture. The Company may, on any Interest Payment Date, at its option, redemption upon not less than thirty (30) days’ 30 nor more than sixty (60) 60 days’ written ' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Holders Security Register, in amounts of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) $1,000 or an integral multiple of $1,000, at any time on or after June 30March 1, 2011 2003 and prior to maturity, as a whole or in part, at the election of the Issuer, at the following Redemption Prices (expressed as percentages of the principal amount) plus accrued interest to but excluding the Redemption Date (subject to the terms and conditions right of Article XI Holders [If this Security is not a Global Security issued in bearer form, insert: on the relevant Regular Record Date] to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the 12-month period beginning March 1, of each of the Indenture, redeem this Security in whole at any time or in part from time to time years indicated below: Redemption Year Price ---- ---------- 2003 105.062% 2004 103.375% 2005 101.687% 2006 and 100.000% thereafter and thereafter at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, together, together in the case of any such redemption, redemption with accrued interest, including any Additional Interest, through interest to but excluding the date fixed as the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities [If this Security is not a Global Security issued in bearer form, insert:, of record at the close of business on the relevant Record Dates referred to on the face hereof,] all as provided in the Indenture. In addition, upon at any time prior to March 1, 2001, in the occurrence and during event that the continuation Guarantor receives net cash proceeds from the public or private sale of a Special Eventits Common Stock (other than Disqualified Stock), the Company Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds or any portion thereof to redeem, from time to time, Securities in a principal amount of up to an aggregate amount equal to 33 1/3% of the aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the aggregate principal amount at maturity of the Securities remain outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than thirty (30) days’ 30 nor more than sixty 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 110.125% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date. Furthermore, in the event that (60i) days’ written notice the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure provided that the Issuer has used reasonable best efforts to list and maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Holders Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Senior Notes (unless Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date. Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a shorter notice period shall be written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee), redeem this Security, in whole but . The Securities do not in parthave the benefit of any sinking fund obligations. The Indenture provides that, subject to certain conditions, if (i) a Change of Control occurs or (ii) certain Net Available Proceeds are available to the terms and conditions Issuer as a result of Article XI any Asset Disposition, the Issuer shall be required to make an Offer to Purchase for all or a specified portion of the Indenture at Securities. [If not a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. Global Security: In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities of like tenor for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation cancelation hereof. .] [If less than a Global Security insert: In the event of a deposit or withdrawal of a beneficial interest in this Security (including upon an exchange, transfer, redemption or repurchase of this Security in part only) effected in accordance with the Applicable Procedures, the Security Registrar, upon receipt of notice of such event from the Depositary's custodian for this Security, shall make an adjustment on its records to reflect an increase or decrease of the Outstanding principal amount at maturity of this Security resulting from such deposit or withdrawal, as the case may be, and shall instruct the Book-Entry Depositary to make a similar notation in its book-entry system to the corresponding Depositary Interest.] If an Event of Default shall occur and be continuing, the principal of all the Senior Notes are Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Security, or (ii) certain restrictive covenants and Events of Default with respect to be redeemedthis Security, in each case upon compliance with certain conditions set forth therein. Unless the context otherwise requires, the particular Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any SecurityPurchase. The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company Issuer, the Guarantor and the rights of the Holders of the Senior NotesSecurities under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount at maturity of the Outstanding SecuritiesSecurities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount at maturity of the Senior NotesSecurities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company Issuer or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the CompanyIssuer, which is absolute and unconditional, to pay the principal of (and any premium, if any, ) and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. [If this Security is not a Global Security issued in bearer form, then insert: As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposeIssuer in the Borough of Manhattan, the City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Securities Security Registrar and duly executed by, by the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and like tenor and for the same aggregate principal amountamount at maturity, will be issued to the designated transferee or transferees. .] The Senior Notes Global Securities are issuable only in registered bearer form without coupons in minimum denominations of $100,000 1,000 and any -49- integral multiple thereof. Definitive Securities shall be issuable in registered form without interest coupons in denominations of $1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like tenor and aggregate principal amount at maturity of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. [If this Security is a Global Security issued in bearer form, then insert: The bearer of this Security shall be treated as the owner of this Security for all purposes.] No service charge shall be made for any such registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company[If this Security is not a Global Security issued in bearer form, insert: Prior to due presentment of this Security for registration of transfer, the Issuer, the Guarantor, the Trustee and any agent of the Company Issuer, the Guarantor, or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the CompanyIssuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of .] Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months [If Original Securities, then insert: ; provided, however, that Special Interest shall be computed on the basis of a 365- or a beneficial interest herein366-day year, as the Holder ofcase may be, and any Person that acquires a beneficial interest in, the number of days actually elapsed]. All terms used in this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednesswhich are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “"Securities”) "), issued and to be issued in one or more series under the an Indenture, dated as of March 22, 2011 _____________ (herein called the “"Indenture”"), between the Company and The Bank of New York Mellon Trust Company, National Association_________________, as Trustee (in such capacity, herein called the “"Trustee,” " which term includes any successor trustee under the IndentureIndenture with respect to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used This Security is one of the series designated on the face hereof [, limited in this Security that are defined aggregate principal amount to $_________]. [The Company will pay to the Holders such Additional Amounts in the Indenture shall have the meanings assigned to them in respect of Panamanian taxes as may become payable under Section 10.5 of the Indenture. .] [IF APPLICABLE, INSERT -- The Company may, on any Interest Payment Date, at its option, Securities of this series are subject to redemption upon not less than thirty 30 days' notice by mail, [IF APPLICABLE, INSERT -- (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee1) on or after June 30, 2011 __________ in any year commencing with the year _____ and subject to ending with the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time year _____ at a Redemption Price equal to one hundred percent (100%) ____% of the principal amount hereofamount, togetherand (2)] at any time [on or after ____________, in the case of any such redemption19__], with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not or in part, subject to at the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior Notes, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation election of the Company, which is absolute and unconditional, to pay at the following Redemption Prices (expressed as percentages of the principal of and any premiumamount): If redeemed [on or before _____________, if any____%, and interest, including any Additional Interest (to if redeemed] during the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency 12-month period beginning of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.years indicated,

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) ), issued and to be issued in one or more series under the an Indenture, dated as of March 22[__________], 2011 2005 (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National AssociationYork, as Trustee (in such capacity, herein called the “Trustee,” ”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $[_________]. [The sinking fund for the Securities of this Security that are defined series provides for the redemption on _____________ in each year beginning with the Indenture shall have year ____ and ending with the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon year _____of [not less than thirty $________ (30“mandatory sinking fund”) days’ nor and not more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the than] $________ aggregate principal amount hereof, together, of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made [in the case inverse order in which they become due].] The Securities of this series do not have the benefit of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Datesinking fund obligations. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Securities of this series are not redeemable prior to maturity. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security and/or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If less than all the Senior Notes are an Event of Default with respect to Securities of this series shall occur and be redeemedcontinuing, the particular principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be redeemed continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be selected not more than sixty equal to [formula for determining the amount]. Upon payment (60i) days prior of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the Redemption Date by extent that the Trustee from payment of such interest shall be legally enforceable), all of the Outstanding Securities not previously called for redemption, by such method as Company’s obligations in respect of the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion payment of the principal amount of any Securityand premium and interest, if any, on the Securities of this series shall terminate. The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be adversely affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding Securitiesof each series to be adversely affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, interest and interest, including any Additional Interest (to the extent legally enforceable), Amounts on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. If at any time the Depositary for this Security notifies the Company that it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary shall no longer be eligible under the Indenture with respect to this Security, and if a successor Depositary eligible under the Indenture for this Security is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election that the Securities of this Issue be represented by a Book-Entry Security shall no longer be effective with respect to this Security, and the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of definitive Securities shall authenticate and deliver, Securities in definitive form in an aggregate principal amount equal to the principal amount of this Security in exchange for this Security. The Senior Notes Company may at any time and in its sole discretion determine that the Securities of this Series shall no longer be represented by Book-Entry Securities. In such event the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, Securities of this Series in definitive form and in an aggregate principal amount equal to the principal amount of the Book-Entry Security or Securities representing this Series in exchange for such Book-Entry Security or Securities. No Holder of any Securities shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy under the Indenture, unless (1) the Trustee shall have received written notice from such Holder of a continuing Event of Default in respect of such Securities; (2) the Trustee shall have received a written request from the Holders of not less than 25% in principal amount of the Outstanding Securities of the series in respect of which the Event of Default has occurred to institute proceedings in respect of such Event of Default in its own name as trustee under the Indenture; (3) such Holder or Holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of a majority in principal amount of the Outstanding Securities of such series. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 __________ and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposespurposes (subject to Section 308 of the Indenture), whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of All terms used in this Security or a beneficial interest herein, which are defined in the Holder of, Indenture shall have the meanings assigned to them in the Indenture. The Indenture and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state shall be governed by and local tax purposes, it is intended that this Security constitute indebtednessconstrued in accordance with the laws of the State of New York without regard to the conflicts of laws principles thereof.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March June 22, 2011 2007 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of June 22, 2007 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to Vestin II Capital Trust I (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June July 30, 2011 2012 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption DateDate and, if such redemption shall occur prior to the expiration of the Fixed Rate Period, Breakage Costs, if any, less Breakage Gains, if any. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. Further, the Company shall, upon receipt of a Change of Control Election with respect to a Change of Control which occurs after the Interest Payment Date in July 2012, redeem the Securities in whole on a date no more than thirty (30) days after receipt of the Change of Control Election, at a Redemption Price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued and unpaid interest, including any Additional Interest, to but excluding the date fixed as the Redemption Date and, if such redemption shall occur prior to the expiration of the Fixed Rate Period, Breakage Costs, if any, less Breakage Gains, if any. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities First Priority Senior Secured Notes of the Company designated as its [Series B]2 First Priority Senior Secured Floating Rate Notes due 2010 (herein called the “Securities”) issued and to be issued under the an Indenture, dated as of March 22June 16, 2011 2004 (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, the Guarantors and U.S. Bank National Association, as Trustee (in such capacity, herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on On or after June 3015, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event2006, the Company may, at any time at its option, upon redeem the Securities, in whole or from time to time in part, on not less than thirty (30) days’ 30 nor more than sixty (60) 60 days’ written notice prior notice, at the following Redemption Prices, expressed as percentages of their principal amount, together with accrued and unpaid interest and Liquidated Damages, if any, on the Securities redeemed to but excluding the Redemption Date, if redeemed during the twelve-month period beginning on June 15 of each of the years indicated below: 2006 102.000 % 2007 101.000 % 2008 and thereafter 100.000 % Notwithstanding the foregoing, at any time prior to June 15, 2006, the Company may, in one or more transactions, redeem up to a total of 35% of the aggregate principal amount of Securities issued under the Indenture (including Additional Securities, if any) 2 Include only for Exchange Securities. from the net cash proceeds of an Equity Offering, at a price equal to 100% of the aggregate principal amount of the Securities redeemed, plus a premium equal to the Holders interest rate per annum on the Securities applicable on the date on which notice of redemption is given, together with accrued and unpaid interest and Liquidated Damages, if any, on the Securities redeemed to, but excluding the Redemption Date; provided, that at least 65% of the Senior Notes aggregate principal amount of Securities issued under the Indenture (unless a shorter notice period shall including Additional Securities, if any) remain outstanding immediately following such redemption. Any such redemption must be satisfactory made within 60 days after the related Equity Offering. Notice of any optional redemption of the Securities, or portion thereof, will be given by first-class mail to Holders at their addresses appearing in the Security Register, not less than 30 nor more than 60 days prior to the Trustee)Redemption Date. The notice of redemption shall state the Redemption Date, redeem this Securitythe Redemption Price, if less than all the Outstanding Securities are to be redeemed, principal amounts of the particular Securities to be redeemed, that on the Redemption Date the redemption price will become due and payable upon each Security to be redeemed and the place or places where such Securities are to be surrendered for payment of the Redemption Price. At the Company’s option, any redemption or notice of redemption may be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. Notice of any redemption upon an Equity Offering may be given prior to completion of the related Equity Offering. If less than all the Securities are to be redeemed at any time, the Trustee will select Securities for redemption as follows: (a) if the Securities are listed on any securities exchange, in whole but not in part, subject to compliance with the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) requirements of the principal amount hereofsecurities exchange on which the Securities are listed; or (b) if the Securities are not listed on any securities exchange, togetheron a pro rata basis, in by lot or by such method as the case Trustee deems fair and appropriate. The Securities do not have the benefit of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Datesinking fund obligations. In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than an Event of Default shall occur and be continuing, the principal of all the Senior Notes Securities may be declared, or may automatically become, due and payable in the manner and with the effect provided in the Indenture. The Indenture provides that, subject to certain conditions, if certain Net Cash Proceeds are available to the Company as a result of Asset Sales the Company shall be redeemedrequired to make an Asset Sale Offer for the Securities. The Indenture also provides that if a Change of Control occurs, the particular Securities to be redeemed Company shall be selected not more than sixty required to make an Offer to Purchase for the Securities. The Indenture contains provisions for defeasance at any time of (60i) days prior the entire indebtedness of this Security or (ii) certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth therein. As provided in Article XIV of the Redemption Date Indenture, each of the Guarantors jointly and severally, unconditionally guarantees on a senior basis secured by First Priority Liens on each such Guarantor’s property constituting Collateral, to each Holder of a Security authenticated by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities or the Obligations of the Company hereunder or thereunder, that: (1) the principal of and interest on the Securities will be promptly paid in full when due (whether at maturity, by acceleration, redemption or otherwise), interest on the overdue principal of and interest on the Securities, if any, if lawful, Liquidated Damages, if any, and all other Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. The Company’s and the Guarantors’ Obligations under the Securities, the Indenture and the Guarantees (as applicable) are secured by First Priority Liens on the Collateral pursuant to the terms of the Collateral Documents. The actions of the Trustee and the Holders of the Securities secured by such First Priority Liens and the application of proceeds from the Outstanding Securities not previously called for redemption, by enforcement of any remedies with respect to such method as Collateral are limited pursuant to the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion terms of the principal amount of any SecurityIntercreditor Agreement. The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the Guarantors and the rights of the Holders of the Senior NotesSecurities under the Indenture at any time by the Company, the Guarantors and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding SecuritiesSecurities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Senior NotesSecurities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any), interest (and interestLiquidated Damages, including any Additional Interest (to the extent legally enforceableif any), on this Security at the timestime, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the Corporate Trust Office or at the office or agency of the Company maintained for such purposein the Borough of Manhattan, New York City, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge charges or fees required by law payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. Interest (other than Liquidated Damages) on the Securities shall be computed by the Calculation Agent as follows: (i) The Company amount of interest for each day that the Securities are outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Securities. The amount of interest to be paid on the Securities for each Interest Period will be calculated by adding the Daily Interest Amounts for each day in the Interest Period; (ii) All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards); and (iii) The interest rate on the Securities will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. The Calculation Agent will, upon the request of the Holder of any Security, provide the interest rate then in effect with respect to the Securities. All calculations made by its acceptance the Calculation Agent in the absence of manifest error will be conclusive for all purposes and binding on the Company, the Guarantors and the Holders of the Securities [if the Security is an Original Security, then insert ; provided, however, that any Liquidated Damages shall be computed on the basis of a 360-day year of twelve 30-day months]. All terms used in this Security or a beneficial interest hereinwhich are not defined herein but which are defined in the Indenture shall have the meanings assigned to them in the Indenture. In the event that any provision in this Security conflicts with any provision in the Indenture, the Holder of, provision contained in the Indenture shall control. The Indenture and any Person that acquires a beneficial interest in, this Security agree thatshall be governed by and construed in accordance with the laws of the State of New York, for United States federal, state and local tax purposes, it is intended without regard to principles of conflicts of laws thereunder that this Security constitute indebtednesswould indicate the applicability of the laws of any other jurisdiction.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “"Securities”") issued under the Junior Subordinated Indenture, dated as of March 22May 13, 2011 2005 (the “"Indenture”"), between the Company and The Bank of New York Mellon Trust CompanyJPMorgan Chase Bank, National Association, as Trustee (in such capacity, the “"Trustee,” " which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of May 13, 2005 (as modified, amended or supplemented from time to time, the "Trust Agreement"), relating to the Hersha Statutory Trust I (the "Trust") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ ' nor more than sixty (60) days’ ' written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 2010 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ ' nor more than sixty (60) days’ ' written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “"Qualified Purchasers” " (as such term is defined in the Investment Company Act of 1940, as amended,) ), and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “"Securities”) "), issued and to be issued in one or more series under the an Indenture, dated as of March 22[_______________], 2011 as supplemented (herein called the “"Indenture”", which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, National Association[_______________], as Trustee (in such capacityherein called the "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All This Security is one of the series designated on the face hereof [if applicable, insert - , initially limited in aggregate principal amount to $[_______________]]. The Company may at any time issue additional securities under the Indenture in unlimited amounts having the same terms used as the Securities. [If applicable, insert redemption provisions.] [If applicable, insert - The sinking fund for this series provides for the redemption on [_______________] in each year beginning with the year [_______________] and ending with the year [_______________]of [if applicable, insert - not less than $[_______________] ("mandatory sinking fund") and not more than ] $[_______________] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert - mandatory] sinking fund payments may be credited against subsequent [if applicable, insert - mandatory] sinking fund payments otherwise required to be made [if applicable, insert - , in the inverse order in which they become due].] [If the Security is convertible at the option of the Holder into Common Stock of the Company, insert - Subject to the provisions of the Indenture, the Holder of this Security that are defined is entitled, at its option, at any time on or before [_______________] (except that, in case this Security or any portion hereof shall be called for redemption, such right shall terminate with respect to this Security or portion hereof, as the case may be, so called for redemption at the close of business on the date fixed for redemption as provided in the Indenture unless the Company defaults in making the payment due upon redemption), to convert the principal amount of this Security (or any portion hereof which is $[_______________] or an integral multiple thereof), into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of the Common Stock of the Company, as said shares shall be constituted at the date of conversion, at the conversion price of $[_______________] principal amount of Securities for each share of Common Stock, or at the adjusted conversion price in effect at the date of conversion determined as provided in the Indenture, upon surrender of this Security, together with the conversion notice hereon duly executed, to the Company at the designated office or agency of the Company in New York, New York, accompanied (if so required by the Company) by instruments of transfer in form satisfactory to the Company and to the Trustee, duly executed by the Holder or by its duly authorized attorney in writing. [If the Security is to bear interest prior to maturity, insert - Such surrender shall, if made during any period beginning at the close of business on a Regular Record Date and ending at the opening of business on the Interest Payment Date next following such Regular Record Date (unless this Security or the portion being converted shall have been called for redemption on a Redemption Date during such period), also be accompanied by payment in funds acceptable to the meanings assigned Company of an amount equal to them the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement of repayment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no adjustment is to be made on conversion for interest accrued hereon for dividends on shares of Common Stock issued on conversion.] The Company is not required to issue fractional shares upon any such conversion, but shall make adjustment therefor in cash on the basis of the current market value of such fractional interest as provided in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and conversion price is subject to the terms and conditions of Article XI of adjustment as provided in the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during Indenture provides that in case of certain consolidations or mergers to which the continuation Company is a party or the sale of a Special Eventsubstantially all of the assets of the Company, the Company mayIndenture shall be amended, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to without the consent of any Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee)Securities, redeem so that this Security, in whole but not in partif then Outstanding, subject to will be convertible thereafter, during the terms period this Security shall be convertible as specified above, only into the kind and conditions amount of Article XI securities, cash and other property receivable upon the consolidation, merger or sale by a holder of the Indenture at number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or sale (assuming such holder of Common Stock failed to exercise any rights or election and received per share the kind and amount received per share by a Redemption Price equal to one hundred seven and one half percent (107.5%) plurality of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Datenon-electing shares). In the event of redemption conversion of this Security in part only, a new Security or Securities for the unredeemed unconverted portion hereof will shall be issued in the name of the Holder hereof upon the cancellation hereof. .] [If less than all applicable, insert other conversion features.] [If the Senior Notes are Security is convertible into other securities of the Company, insert the applicable conversion features.] [If applicable, insert - The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an original issue discount security, insert - If an Event of Default with respect to Securities of this series shall occur and be redeemedcontinuing, the particular principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an original issue discount security, insert - If an Event of Default with respect to Securities of this series shall occur and be redeemed continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be selected not more than sixty equal to [insert formula for determining the amount]. Upon payment of (60i) days prior the amount of principal so declared due and payable and (ii) interest on any overdue principal, premium and interest (in each case to the Redemption Date by extent that the Trustee from payment of such interest shall be legally enforceable), all of the Outstanding Securities not previously called for redemption, by such method as Company's obligations in respect of the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion payment of the principal amount of any Security. and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority 50% in principal amount of the Securities at the time Outstanding Securitiesof each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (ii) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee, and (iii) the Trustee (A) shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and (B) shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security hereof or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, premium and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his or her attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes registered Holder of this Security may be treated as the owner of this Security for all purposes. The Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made to a Holder for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of All terms used in this Security or which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Pursuant to a beneficial interest hereinrecommendation promulgated by the Committee on Uniform Note Identification Procedures, the Holder ofCompany has caused CUSIP numbers to be printed on the Notes. No representation is made as the accuracy of such numbers as printed on the Notes, and any Person that acquires a beneficial interest in, this reliance may be placed only on the other identification numbers placed thereon. This Security agree that, for United States federal, state shall be governed by and local tax purposes, it is intended that this Security constitute indebtednessconstrued in accordance with the laws of the State of New York without regard to conflicts of law principles thereof (other than Section 5-1401 of the General Obligations Law).

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Indenture, dated as of March 22April 30, 2011 2004 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National AssociationJPMorgan Chase Bank, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Obligations and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30April 29, 2011 2009 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through to but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, for redemption; subject to there being no, or the terms and conditions satisfaction of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereofany, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption DatePayment Restrictions. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected and redeemed on a pro rata basis not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, rate and in the coin or currency, currency herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, Register upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writingwriting and, and thereupon thereupon, one or more new Securities, Securities of like tenor, tenor of authorized denominations and for the same aggregate principal amount, amount will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, denomination as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities Securities of the Company Issuer designated as its 12% Senior Notes due 2008 (the “"Securities”") issued under the an Indenture, dated as of March 22November 9, 2011 1998 (herein called the “"Indenture”"), between the Company Issuer, RSL Communications, Ltd., as the guarantor (the "Guarantor") and The Bank of New York Mellon Trust Company, National AssociationChase Manhattan Bank, as Trustee trustee (in such capacityherein called the "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), . Reference is hereby made to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the CompanyIssuer, the TrusteeGuarantor, the Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that The Securities are defined in the Indenture shall have the meanings assigned subject to them in the Indenture. The Company may, on any Interest Payment Date, at its option, redemption upon not less than thirty (30) days’ 30 nor more than sixty (60) 60 days’ written ' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Holders Security Register, in amounts of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) $1,000 or an integral multiple of $1,000, at any time on or after June 30November 1, 2011 2003 and prior to maturity, as a whole or in part, at the election of the Issuer, at the following Redemption Prices (expressed as percentages of the Accreted Value) plus accrued interest to but excluding the Redemption Date (subject to the terms and conditions right of Article XI Holders [If this Security is not a Global Security issued in bearer form, insert: on the relevant Regular Record Date] to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the 12-month period beginning November 1, of each of the Indenture, redeem this Security in whole at any time or in part from time to time years indicated below: Redemption Year Price ---- ----- 2003 106.000% 2004 104.000% 2005 102.000% 2006 and 100.000% thereafter and thereafter at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofAccreted Value, together, together in the case of any such redemption, redemption with accrued interest, including any Additional Interest, through interest to but excluding the date fixed as the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities [If this Security is not a Global Security issued in bearer form, insert:, of record at the close of business on the relevant Record Dates referred to on the face hereof,] all as provided in the Indenture. In addition, upon at any time prior to November 1, 2001, in the occurrence and during event that the continuation Guarantor receives net cash proceeds from the public or private sale of a Special Eventits Common Stock (other than Disqualified Stock), the Company Issuer (to the extent it receives such proceeds and has not used such proceeds, directly or indirectly, to redeem or repurchase other securities pursuant to optional redemption provisions) may, at its option, apply an amount equal to any such net cash proceeds or any portion thereof to redeem, from time to time, Securities in a principal amount at maturity of up to an aggregate amount equal to 33 1/3% of the original aggregate principal amount at maturity of the Securities; provided, however, that Securities in an amount equal to at least 66 2/3% of the aggregate original principal amount at maturity of the Securities remain Outstanding after each redemption. Each redemption must occur on a Redemption Date within 180 days of the related sale and upon not less than thirty (30) days’ 30 nor more than sixty 60 days' notice by mail to each Holder of Securities to be redeemed at such Holder's address appearing in the Security Register, in amounts of $1,000 or an integral multiple of $1,000 at a Redemption Price of 112.000% of the Accreted Value of the Securities plus accrued interest to but excluding the Redemption Date. Furthermore, in the event that (60i) days’ written notice the Guarantor or the Issuer has become or would become obligated to pay any Additional Amounts as a result of (x) changes affecting withholding tax laws or (y) a Listing Failure provided that the Issuer has used reasonable best efforts to list and maintain a listing of the Securities on a "recognized stock exchange" (within the meaning of Section 841 of the U.K. Income and Corporation Taxes Act 1988) (as provided for in Section 10.09), and (ii) the Guarantor and the Issuer are unable to avoid the requirement to pay such Additional Amounts by taking reasonable measures available to them (including, without limitation, the Guarantor making payments directly to holders under the Securities Guarantee, unless such payment is likely to result in adverse consequences to the Holders Issuer or the Guarantor), then the Issuer may redeem all, but not less than all, of the Senior Notes (unless Securities at any time at 100% of the Accreted Value thereof on the Redemption Date, together with accrued interest thereon, if any, to but excluding the Redemption Date. Prior to the publication of the notice of redemption in accordance with the foregoing, the Issuer shall deliver to the Trustee an officer's certificate stating that the Issuer is entitled to effect such redemption based on a shorter notice period shall be written opinion of independent tax counsel or accounting firm reasonably satisfactory to the Trustee), redeem this Security, in whole but . The Securities do not in parthave the benefit of any sinking fund obligations. The Indenture provides that, subject to certain conditions, if (i) a Change of Control occurs or (ii) certain Net Available Proceeds are available to the terms and conditions Issuer as a result of Article XI any Asset Disposition, the Issuer shall be required to make an Offer to Purchase for all or a specified portion of the Indenture at Securities. [If not a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. Global Security: In the event of redemption or purchase pursuant to an Offer to Purchase of this Security in part only, a new Security or Securities of like tenor for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation cancelation hereof. .] [If less than a Global Security insert: In the event of a deposit or withdrawal of a beneficial interest in this Security (including upon an exchange, transfer, redemption or repurchase of this Security in part only) effected in accordance with the Applicable Procedures, the Security Registrar, upon receipt of notice of such event from the Depositary's custodian for this Security shall make an adjustment on its records to reflect an increase or decrease of the Outstanding principal amount at maturity of this Security resulting from such deposit or withdrawal, as the case may be, and shall instruct the Book-Entry Depositary to make a similar notation in its book-entry system to the corresponding Depositary Interest.] If an Event of Default shall occur and be continuing, the principal of all the Senior Notes are Securities may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of (i) the entire indebtedness of this Security, or (ii) certain restrictive covenants and Events of Default with respect to be redeemedthis Security, in each case upon compliance with certain conditions set forth therein. Unless the context otherwise requires, the particular Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any SecurityPurchase. The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company Issuer, the Guarantor and the rights of the Holders of the Senior NotesSecurities under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount at maturity of the Outstanding SecuritiesSecurities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount at maturity of the Senior NotesSecurities at the time Outstanding, on behalf of the Holders of all the Securities, to waive compliance by the Company Issuer or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the CompanyIssuer, which is absolute and unconditional, to pay the principal of (and any premium, if any, ) and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. [If this Security is not a Global Security issued in bearer form, then insert: As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposeIssuer in the Borough of Manhattan, the City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Issuer and the Securities Security Registrar and duly executed by, by the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and like tenor and for the same aggregate principal amountamount at maturity, will be issued to the designated transferee or transferees. .] The Senior Notes Global Securities are issuable only in registered bearer form without coupons in minimum denominations of $100,000 1,000 and any integral multiple thereof. Definitive Securities shall be issuable in registered form without interest coupons in denominations of $1,000 in excess and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like tenor and aggregate principal amount at maturity of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. [If this Security is a Global Security issued in bearer form, then insert: The bearer of this Security shall be treated as the owner of this Security for all purposes.] No service charge shall be made for any such registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company[If this Security is not a Global Security issued in bearer form, insert: Prior to due presentment of this Security for registration of transfer, the Issuer, the Guarantor, the Trustee and any agent of the Company Issuer, the Guarantor, or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the CompanyIssuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of .] Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months [If Original Securities, then insert: ; provided, however, that Special Interest shall be computed on the basis of a 365- or a beneficial interest herein366-day year, as the Holder ofcase may be, and any Person that acquires a beneficial interest in, the number of days actually elapsed]. All terms used in this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednesswhich are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) ), issued and to be issued in one or more series under the Indenture, an Indenture dated as of March 22, 2011 [______________] (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association____________________, as Trustee (in such capacity, the “Trustee,” ”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used As provided in this Security that are defined the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture shall have provided or permitted. This Security is one of the meanings assigned series designated on the face hereof [if applicable, insert—, limited in aggregate principal amount to them in the IndentureU.S. $ _____________]. [If applicable, insert—The Company may, on any Interest Payment Date, at its option, Securities of this series are subject to redemption upon not less than thirty (30) days’ 30 nor more than sixty (60) 60 days’ written notice to by mail, [if applicable, insert—(1) on in any year commencing with the Holders year 20__ and ending with the year 20__ through operation of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time series at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2)] at any time [if applicable, insert—on or after __________ __, 20__], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert—on or before__________ __, 20__, ____%, and if redeemed] during the 12-month period beginning ____________ of the years indicated, and thereafter at a Redemption Price equal to _____% of the principal amount, together in the case of any such redemptionredemption [if applicable, insert—(whether through operation of the sinking fund or otherwise)] with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the occurrence and during Holders of such Securities, or one or more Predecessor Securities, of record at the continuation close of a Special Eventbusiness on the relevant Record Dates referred to on the face hereof, all as provided in the Company mayIndenture.] [If applicable, at its option, insert—The Securities of this series are subject to redemption upon not less than thirty (30) days’ 30 nor more than sixty (60) 60 days’ written notice to by mail, (1) on _____________ in any year commencing with the Holders year 20__ and ending with the year 20__ through operation of the Senior Notes sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (unless expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert—on or after ____________ __, 20__, as a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not or in part, subject to at the terms and conditions of Article XI election of the Indenture Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning __________________ of the years indicated, and thereafter at a Redemption Price equal to one hundred seven and one half percent (107.5%) ____% of the principal amount hereofamount, together, together in the case of any such redemption, redemption (whether through operation of the sinking fund or otherwise) with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert—The sinking fund for this series provides for the redemption on in each year beginning with the year 20__ and ending with the year 20__ of [if applicable,—not less than $ (“mandatory sinking fund”) and not more than] $__________ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable,—mandatory] sinking fund payments may be credited against subsequent [if applicable,—mandatory] sinking fund payments otherwise required to be made [if applicable,—in the inverse order in which they become due].] [If the Security is subject to redemption in part of any kind, insert—In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert—The Securities of this series are not redeemable prior to Stated Maturity.] [If the Security is not an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. If Such amount shall be equal to—insert formula for determining the amount. Upon payment (1) of the amount of principal so declared due and payable, and (2) of interest on any overdue principal and overdue interest, all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of not less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from Holders of a majority in aggregate principal amount of the Outstanding Securities not previously called for redemption, by such method of all series to be affected (voting as one class). The Indenture also contains provisions permitting the Trustee shall deem fair and appropriate and which may provide for the selection for redemption Holders of a portion of the majority in aggregate principal amount of any Securitythe Outstanding Securities of all affected series (voting as one class), on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior Notes, with the consent of the Holders of not less than a majority in principal amount of the Securities of any series then Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or [any premium or] interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall shall, without the consent of the Holder, alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and [any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), premium and] interest on this Security at the times, place place(s) and rate, and in the coin or currency, herein prescribed, except for Section 1.15 of the Indenture (which limits interest to the maximum amount permissible by law), the provisions of which are incorporated herein by reference. [If a Global Security, insert—This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert—As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined registerable in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for in [if applicable, insert — any place where the principal of and any premium and interest on this Security are payable] [if applicable, insert— _____________] [, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such purposetransfer agent, at the [main] offices of ___________________ in ______________________ and in _____________________ or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. .] The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of U.S. $100,000 _______ [state other currency] and any integral multiple of $1,000 [_____] in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The This Security is subordinated in right of payment to Senior Debt, to the extent provided in the Indenture. Obligations of the Company andunder the Indenture and the Securities thereunder, including this Security, are payable only out of cash flow and assets of the Company. Each Holder of a Security by its acceptance hereof, will be deemed to have agreed in the Indenture that no director, officer, employee, or shareholder, as such, of the Company, the Trustee, or any Affiliate of any of the foregoing entities shall have any personal liability in respect of the obligations of the Company under the Indenture or such Securities by reason of his, her or its status. The Indenture contains provisions that relieve the Company from the obligation to comply with certain restrictive covenants in the Indenture and for satisfaction and discharge at any time of the entire indebtedness upon compliance by the Company with certain conditions set forth in the Indenture. This Security shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security or which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [If a beneficial interest hereinDefinitive Security, insert as a separate page— FOR VALUE RECEIVED, the Holder ofundersigned hereby sell(s), assign(s) and transfer(s) unto________________ (Please Print or Typewrite Name and Address of Assignee) the within instrument of INVESTAR HOLDING CORPORATION, and does hereby irrevocably constitute and appoint _____________ Attorney to transfer said instrument on the books of the within-named Company, with full power of substitution in the premises. Please Insert Social Security or Other Identifying Number of Assignee: (Signature) Signature Guarantee: NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednesschange whatever.]

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “"Securities”) "), issued and to be issued in one or more series under the Indenture, an Indenture dated as of March 22, 2011 1998 (the “"Indenture”"), between the Company and The Bank of New York Mellon Trust Company, National AssociationChase Manhattan Bank, as Trustee (in such capacitythe "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used As provided in this Security that are defined the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may he subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture shall have provided or permitted. This Security is one of the meanings assigned series designated on the face hereof [if applicable, insert --, limited in aggregate principal amount to them in the IndentureU.S.$_________]. [If applicable, insert -- The Company may, on any Interest Payment Date, at its option, Securities of this series are subject to redemption upon not less than thirty (30) days’ 30 nor more than sixty 60 days' notice by mail, [if applicable, insert -- (601) days’ written notice to on _____________ in any year commencing with the Holders year _________ and ending with the year _______ through operation of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time series at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2)] at any time [if applicable, insert -- on or after ______________________], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert -- on or before ______________, ____% and if redeemed] during the 12-month period beginning ____________ of the years indicated, REDEMPTION REDEMPTION YEAR PRICE YEAR PRICE ---- ---------- ---- ---------- and thereafter at a Redemption Price equal to _____% of the principal amount, together in the case of any such redemptionredemption [if applicable, insert -- (whether through operation of the sinking fund or otherwise)] with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the Senior Notes (unless a shorter notice period shall be satisfactory close of business on the relevant Record Dates referred to on the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount face hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed all as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior Notes, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednessIndenture.]

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 22June 15, 2011 2006 (the “Indenture”), between the Company and The Bank of New York Mellon Trust CompanyJPMorgan Chase Bank, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of June 15, 2006 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the Beazer Homes Capital Trust I (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June July 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof (or of the redeemed portion hereof, as applicable), together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) ), and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) ), issued and to be issued in one or more series under the an Indenture, dated as of March 22February 5, 2011 2010 (herein called the “Indenture”,” which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, National AssociationMellon, as Trustee (in such capacity, herein called the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All This Security is one of the series designated on the face hereof [if applicable, insert — , limited in aggregate principal amount to U.S.$ ........................]. [If applicable, insert — Additional Securities on terms used in and conditions identical to those of the Securities of this Security that are defined in series (except for issue date, issue price and the Indenture date from which interest shall have accrue and, if applicable, first be paid) may be issued by the meanings assigned to them in Company without the Indentureconsent of the Holders of the Securities of this series. The Company mayamount evidenced by such additional Securities shall increase the aggregate principal amount of, on and shall be consolidated and form a single series with, the Securities of this series, in which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted.] In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Securities) payment of principal, premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at its optionthe Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. [If applicable, insert — The Securities of this series are subject to redemption upon not less than thirty (30) ........................ days’ nor more than sixty (60) ........................ days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) notice, at any time [if applicable, insert —on or after June 30........................, 2011 and subject to 20..], as a whole or in part, at the terms and conditions of Article XI election of the IndentureCompany, redeem this Security in whole at any time the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or in part from time to time before ........................, ...%, and if redeemed] during the 12-month period beginning ........................ of the years indicated, and thereafter at a Redemption Price equal to one hundred percent (100%) .....% of the principal amount hereofamount, together, together in the case of any such redemption, redemption with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities or one or more Predecessor Securities, of record at the Senior Notes (unless a shorter notice period shall be satisfactory close of business on the relevant Record Dates referred to on the Trustee)face hereof, redeem this Security, all as provided in whole but not in part, the Indenture.] [If the Security is subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case redemption of any such redemptionkind, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will shall be issued in the name of the Holder hereof upon the cancellation hereof. .] [If less than the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to all of the Senior Notes are to Securities of this series shall occur and be redeemedcontinuing, the particular principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be redeemed continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be selected not more than sixty equal to — insert formula for determining the amount. Upon payment (60i) days prior of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the Redemption Date by extent that the Trustee from the Outstanding Securities not previously called for redemption, by payment of such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior Notes, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security interest shall be conclusive and binding upon such Holder and upon legally enforceable), all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay ’s obligations in respect of the payment of the principal of and any premium, if any, and interest, including any interest on the Securities of this series shall terminate.] The Company shall pay to Holders of the Securities all additional amounts (“Additional Interest (Amounts”) that may be necessary so that every net payment of interest or principal to the extent legally enforceable), on this Security at Holders of the times, place and rate, and Securities will not be less than the amount provided for in the coin or currency, herein prescribedSecurities. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency For purposes of the Company maintained for such purposepreceding sentence, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to “net payment” means the amount that the Company and the Securities Registrar and duly executed by, or any Paying Agent will pay the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but after the Company may require payment deducts or withholds an amount for or on account of a sum sufficient to cover any tax present or future taxes, duties, assessments or other governmental charge payable in connection therewithcharges imposed with respect to that payment (or the payment of such Additional Amounts) by the taxing authority of Mexico or any other country under whose laws the Company is organized at the time of payment, except for the United States (each, a “Taxing Jurisdiction”). The CompanyNotwithstanding the foregoing, the Trustee and Company shall not be obligated to pay Additional Amounts to any agent Holder of a Security for or on account of any of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.following:

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Indenture, dated as of March 22September 14, 2011 2004 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National AssociationJPMorgan Chase Bank, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Obligations and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30December 15, 2011 2009 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through to but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, for redemption; subject to there being no, or the terms and conditions satisfaction of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereofany, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption DatePayment Restrictions. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected and redeemed on a pro rata basis not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, rate and in the coin or currency, currency herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, Register upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writingwriting and, and thereupon thereupon, one or more new Securities, Securities of like tenor, tenor of authorized denominations and for the same aggregate principal amount, amount will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, denomination as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “"Securities”) "), issued and to be issued in one or more series under the an Indenture, dated as of March 22July 20, 2011 2004 (herein called the “"Indenture”", which term shall have the meaning assigned to it in such instrument), between among the Company Company, the Guarantor and The Bank of New York Mellon J.P. Morgan Trust Company, National Association, as Trustee (in such capacityherein xxxxxx xxx "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All [If applicable, insert - This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $____________; provided that the Company may from time to time, without notice to or the consent of the Holders of Securities, create and issue further Securities of this Series (the "Additional Securities") having the same terms used and ranking equally and ratably with the Securities in this Security that are defined all respects, or in all respects except for the Indenture payment of interest accruing prior to the Issue Date or except for the first payment of interest following the Issue Date of such Additional Securities. Any Additional Securities will be consolidated and form a single series with the Securities and shall have the meanings assigned same terms as to them in status, redemption or otherwise as the Indenture. Securities.] The Company may, on any Interest Payment Date, at its option, Securities of this series are subject to redemption upon not less than thirty (30) 30 days’ nor ' but no more than sixty (60) 60 days’ written ' notice to by mail, at any time, as a whole or in part, at the Holders election of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30Company, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred the greater of (1) 100 percent (100%) of the principal amount hereofof the Securities to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to that Redemption Date) discounted to that Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus [ ] basis points, togetherplus, in the case of any such redemptioneither case, with accrued and unpaid interest and additional interest, including any Additional Interestif any, through but excluding on the date fixed as the principal amount being redeemed to that Redemption Date. In addition, upon ; provided that installments of interest on the occurrence Securities which are then due and during payable on an Interest Payment Date falling on or prior to the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice relevant Redemption Date shall be payable to the Holders of those Securities, registered as such at the Senior Notes (unless a shorter notice period close of business on the relevant Record Date. If less than all the Securities are to be redeemed at the Company's option, the Trustee shall select, in such manner as it shall deem fair and appropriate, the Securities to be redeemed in whole or in part. [If applicable, insert- The Securities shall be satisfactory to the Trustee), redeem this Securitymandatorily redeemable, in whole but not in part, subject on or before August 31, 2004, if the Company does not complete the Marshall Field's Transaction prior to the terms and conditions of Article XI that date. The Company will xxxx xxx Xxxxxxx of the Indenture Securities at least twenty days' prior written notice of the Redemption Date for a redemption under this option. The Securities will be redeemed at a Redemption Price equal to one hundred seven and one half percent (107.5%) redemption price of 101% of the principal amount hereofof the Securities to be redeemed, together, in the case of any such redemption, with plus accrued and unpaid interest, including if any, and any Additional Interest, through but excluding the date fixed as other amounts due to the Redemption Date. .] [If the Security is subject to redemption of any kind, insert - In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will shall be issued in the name of the Holder hereof upon the cancellation hereof.] The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If less than all the Senior Notes are an Event of Default with respect to Securities of this series shall occur and be redeemedcontinuing, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion principal of the principal amount Securities of any Securitythis series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding Securitiesof each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, premium and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place and rate, and in the coin or and currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will shall be issued to the designated transferee or transferees. The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of [if other than a Certificated Security, then insert - $100,000 1,000 and any integral multiple thereof] [if a Certificated Security, then insert - $250,000 and any integral multiple of $1,000 in excess thereof]. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made to a Holder for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither none of the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of All terms used in this Security or a beneficial interest herein, which are defined in the Holder of, Indenture shall have the meanings assigned to them in the Indenture. This Security shall be governed by and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednessconstrued in accordance with the law of the State of New York.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) ), issued and to be issued in one or more series under the Indenture, an Indenture dated as of March 22May 29, 2011 2020 (the “Indenture”), between the Company and The U.S. Bank of New York Mellon Trust Company, National Association, as Trustee (in such capacity, the “Trustee,” ”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee, the Holders of any designated senior debt and the Senior Notes, Holders of the Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used As provided in this Security that are defined the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture shall have provided or permitted. This Security is one of the meanings assigned series designated on the face hereof [if applicable, insert—, limited in aggregate principal amount to them in the IndentureU.S. $[●]]. [If applicable, insert—The Company may, on any Interest Payment Date, at its option, Securities of this series are subject to redemption upon not less than thirty (30) days’ 30 nor more than sixty (60) 60 days’ written notice to by mail, [if applicable, insert—(1) on in any year commencing with the Holders year [●] and ending with the year [●] through operation of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time series at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2)] at any time [if applicable, insert—on or after [●]], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert—on or before [●], [●]%, and if redeemed] during the 12-month period beginning [●] of the years indicated, and thereafter at a Redemption Price equal to [●]% of the principal amount, together in the case of any such redemptionredemption [if applicable, insert—(whether through operation of the sinking fund or otherwise)] with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the occurrence and during Holders of such Securities, or one or more Predecessor Securities, of record at the continuation close of a Special Eventbusiness on the relevant Record Dates referred to on the face hereof, all as provided in the Company mayIndenture.] [If applicable, at its option, insert—The Securities of this series are subject to redemption upon not less than thirty (30) days’ 30 nor more than sixty (60) 60 days’ written notice to by mail, (1) on [●] in any year commencing with the Holders year [●] and ending with the year [●] through operation of the Senior Notes sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (unless expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert—on or after [●]], as a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not or in part, subject to at the terms and conditions of Article XI election of the Indenture Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to one hundred seven and one half percent (107.5%) % of the principal amount hereofamount, together, together in the case of any such redemption, redemption (whether through operation of the sinking fund or otherwise) with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert—The sinking fund for this series provides for the redemption on [●] in each year beginning with the year [●] and ending with the year of [if applicable,—not less than $[●] (“mandatory sinking fund”) and not more than] $[●] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable,—mandatory] sinking fund payments may be credited against subsequent [if applicable,—mandatory] sinking fund payments otherwise required to be made [if applicable,—in the inverse order in which they become due].] [If the Security is subject to redemption in part of any kind, insert—In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.] [If applicable, insert—The Securities of this series are not redeemable prior to Stated Maturity.] [If the Security is not an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. If Such amount shall be equal to—insert formula for determining the amount. Upon payment (1) of the amount of principal so declared due and payable, and (2) of interest on any overdue principal and overdue interest, all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of not less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from Holders of a majority in aggregate principal amount of the Outstanding Securities not previously called for redemption, by such method of all series to be affected (voting as one class). The Indenture also contains provisions permitting the Trustee shall deem fair and appropriate and which may provide for the selection for redemption Holders of a portion of the majority in aggregate principal amount of any Securitythe Outstanding Securities of all affected series (voting as one class), on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior Notes, with the consent of the Holders of not less than a majority in principal amount of the Securities of any series then Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture with respect to such series and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or [any premium or] interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall shall, without the consent of the Holder, alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and [any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), premium and] interest on this Security at the times, place place(s) and rate, and in the coin or currency, herein prescribed, except for Section 115 of the Indenture (which limits interest to the maximum amount permissible by law), the provisions of which are incorporated herein by reference. [If a Global Security, insert—This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert—As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined registerable in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for in [if applicable, insert—any place where the principal of and any premium and interest on this Security are payable] [if applicable, insert—[●] [, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such purposetransfer agent, at the [main] offices of [●] in [●] and in [●] or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. .] The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 U.S. $ [state other currency] and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security is subordinated in right of payment to any designated senior debt, to the extent provided in the Indenture. Obligations of the Company under the Indenture and the Securities thereunder, including this Security, are payable only out of cash flow and assets of the Company. The Company andTrustee, and each Holder of a Security by its acceptance hereof, will be deemed to have agreed in the Indenture that no director, officer, employee, or shareholder, as such, of the Company, the Trustee, or any Affiliate of any of the foregoing entities shall have any personal liability in respect of the obligations of the Company under the Indenture or such Securities by reason of his, her or its status. The Indenture contains provisions that relieve the Company from the obligation to comply with certain restrictive covenants in the Indenture and for satisfaction and discharge at any time of the entire indebtedness upon compliance by the Company with certain conditions set forth in the Indenture. This Security shall be governed by and construed in accordance with the laws of the state of New York. All terms used in this Security or which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [If a beneficial interest hereinDefinitive Security, insert as a separate page— FOR VALUE RECEIVED, the Holder ofundersigned hereby sell(s), assign(s) and transfer(s) unto [●] (Please Print or Typewrite Name and Address of Assignee) the within instrument of CENTERSTATE BANK CORPORATION, and any Person that acquires a beneficial interest indoes hereby irrevocably constitute and appoint [●] Attorney to transfer said instrument on the books of the within-named Company, this with full power of substitution in the premises. Please Insert Social Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.or Other Identifying Number of Assignee: Dated: (Signature) Signature Guarantee:

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Indenture, dated as of March 22May 26, 2011 2004 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National AssociationJPMorgan Chase Bank, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Obligations and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30May 24, 2011 2009 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through to but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, for redemption; subject to there being no, or the terms and conditions satisfaction of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereofany, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption DatePayment Restrictions. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected and redeemed on a pro rata basis not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, rate and in the coin or currency, currency herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, Register upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writingwriting and, and thereupon thereupon, one or more new Securities, Securities of like tenor, tenor of authorized denominations and for the same aggregate principal amount, amount will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, denomination as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “"Securities”) "), issued and to be issued in one or more series under the an Indenture, dated as of March 22[_______________] (herein called the "Indenture", 2011 (which term shall have the “Indenture”meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon Trust Company, National Association[_______________], as Trustee (in such capacityherein called the "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All This Security is one of the series designated on the face hereof [if applicable, insert - , initially limited in aggregate principal amount to $[_______________]]. The Company may at any time issue additional securities under the Indenture in unlimited amounts having the same terms used as the Securities. [If applicable, insert redemption provisions.] [If applicable, insert - The sinking fund for this series provides for the redemption on [_______________] in each year beginning with the year [_______________] and ending with the year [_______________]of [if applicable, insert - not less than $[_______________] ("mandatory sinking fund") and not more than ] $[_______________] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert - mandatory] sinking fund payments may be credited against subsequent [if applicable, insert - mandatory] sinking fund payments otherwise required to be made [if applicable, insert - , in the inverse order in which they become due].] [If the Security is convertible at the option of the Holder into Common Stock of the Company, insert - Subject to the provisions of the Indenture, the Holder of this Security that are defined is entitled, at its option, at any time on or before [_______________] (except that, in case this Security or any portion hereof shall be called for redemption, such right shall terminate with respect to this Security or portion hereof, as the case may be, so called for redemption at the close of business on the date fixed for redemption as provided in the Indenture unless the Company defaults in making the payment due upon redemption), to convert the principal amount of this Security (or any portion hereof which is $[_______________] or an integral multiple thereof), into fully paid and non-assessable shares (calculated as to each conversion to the nearest 1/100th of a share) of the Common Stock of the Company, as said shares shall be constituted at the date of conversion, at the conversion price of $[_______________] principal amount of Securities for each share of Common Stock, or at the adjusted conversion price in effect at the date of conversion determined as provided in the Indenture, upon surrender of this Security, together with the conversion notice hereon duly executed, to the Company at the designated office or agency of the Company in New York, New York, accompanied (if so required by the Company) by instruments of transfer in form satisfactory to the Company and to the Trustee, duly executed by the Holder or by its duly authorized attorney in writing. [If the Security is to bear interest prior to maturity, insert - Such surrender shall, if made during any period beginning at the close of business on a Regular Record Date and ending at the opening of business on the Interest Payment Date next following such Regular Record Date (unless this Security or the portion being converted shall have been called for redemption on a Redemption Date during such period), also be accompanied by payment in funds acceptable to the meanings assigned Company of an amount equal to them the interest payable on such Interest Payment Date on the principal amount of this Security then being converted. Subject to the aforesaid requirement of repayment and, in the case of a conversion after the Regular Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date, to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular Record Date to receive an installment of interest (with certain exceptions provided in the Indenture), no adjustment is to be made on conversion for interest accrued hereon for dividends on shares of Common Stock issued on conversion.] The Company is not required to issue fractional shares upon any such conversion, but shall make adjustment therefor in cash on the basis of the current market value of such fractional interest as provided in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and conversion price is subject to the terms and conditions of Article XI of adjustment as provided in the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during Indenture provides that in case of certain consolidations or mergers to which the continuation Company is a party or the sale of a Special Eventsubstantially all of the assets of the Company, the Company mayIndenture shall be amended, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to without the consent of any Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee)Securities, redeem so that this Security, in whole but not in partif then outstanding, subject to will be convertible thereafter, during the terms period this Security shall be convertible as specified above, only into the kind and conditions amount of Article XI securities, cash and other property receivable upon the consolidation, merger or sale by a holder of the Indenture at number of shares of Common Stock into which this Security might have been converted immediately prior to such consolidation, merger or sale (assuming such holder of Common Stock failed to exercise any rights or election and received per share the kind and amount received per share by a Redemption Price equal to one hundred seven and one half percent (107.5%) plurality of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Datenon-electing shares). In the event of redemption conversion of this Security in part only, a new Security or Securities for the unredeemed unconverted portion hereof will shall be issued in the name of the Holder hereof upon the cancellation hereof. .] [If less than all applicable, insert other conversion features.] [If the Senior Notes are Security is convertible into other securities of the Company, insert the applicable conversion features.] [If applicable, insert - The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is not an original issue discount security, insert - If an Event of Default with respect to Securities of this series shall occur and be redeemedcontinuing, the particular principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an original issue discount security, insert - If an Event of Default with respect to Securities of this series shall occur and be redeemed continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be selected not more than sixty equal to [insert formula for determining the amount]. Upon payment of (60i) days prior the amount of principal so declared due and payable and (ii) interest on any overdue principal, premium and interest (in each case to the Redemption Date by extent that the Trustee from payment of such interest shall be legally enforceable), all of the Outstanding Securities not previously called for redemption, by such method as Company's obligations in respect of the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion payment of the principal amount of any Security. and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority 50% in principal amount of the Securities at the time Outstanding Securitiesof each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (ii) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee, and (iii) the Trustee (A) shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and (B) shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security hereof or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, premium and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his or her attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made to a Holder for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of All terms used in this Security or a beneficial interest herein, which are defined in the Holder of, Indenture shall have the meanings assigned to them in the Indenture. This Security shall be governed by and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednessconstrued in accordance with the laws of the State of New York.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “"Securities”) "), issued and to be issued in one or more series under the Indenture, an Indenture dated as of March 22, 2011 (the “"Indenture”"), between the Company and The Bank of New York Mellon Trust Company, National AssociationYork, as Trustee (in such capacitythe "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used As provided in this Security that are defined the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture shall have provided or permitted. This Security is one of the meanings assigned series designated on the face hereof [if applicable, insert--, limited in aggregate principal amount to them in the IndentureU.S.$_________]. [If applicable, insert-- The Company may, on any Interest Payment Date, at its option, Securities of this series are subject to redemption upon not less than thirty (30) days’ 30 nor more than sixty 60 days' notice by mail, [if applicable, insert-- (601) days’ written notice to on _____________ in any year commencing with the Holders year _________ and ending with the year _______ through operation of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time series at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2)] at any time [if applicable, in the case of any such redemptioninsert -- on or after ______________________], with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not or in part, subject to at the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior Notes, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation election of the Company, which is absolute and unconditional, to pay at the following Redemption Prices (expressed as percentages of the principal of amount): If redeemed [if applicable, insert--on or before ______________, ____% and any premium, if any, and interest, including any Additional Interest (to redeemed] during the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency 12-month period beginning ____________ of the Company maintained for such purposeyears indicated, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.REDEMPTION REDEMPTION YEAR PRICE YEAR PRICE ---- ----- ----------- -----------

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 2215, 2011 2005 (the “Indenture”), between the Company and The Bank of New York Mellon Trust CompanyJPMorgan Chase Bank, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of March 15, 2005 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the NYM Preferred Trust I (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June March 30, 2011 2010 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) ), and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum mmtmum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities Securities of the Company (herein called the “"Securities”) "), issued and to be issued in one or more series under the an Indenture, dated as of March 22______, 2011 2003 (herein called the “"Indenture”"), between the Company and The Bank of New York Mellon Trust Company, National AssociationJPMorgan Chase Bank, as Trustee (in such capacityherein called the "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used [If applicable, insert -- The Securities are redeemable in this Security that are defined whole or in part, at the Indenture shall have option of the meanings assigned Company at any time and from time to them in the Indenture. The Company maytime, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor 30 or more than sixty (60) 60 days’ written ' prior notice mailed to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30Securities, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent the greater of (i) 100%) % of the principal amount hereofof the Securities to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments thereon discounted to the Redemption Date on a [semiannual] basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus __ basis points, together, together in the either case of any such redemption, with accrued interest, including any Additional Interest, through but excluding interest on the date fixed as principal amount being redeemed to the Redemption Date. In additionSubject to payment by the Company of a sum sufficient to pay the amount due on redemption, interest on this Security (or portion hereof if this Security is redeemed in part) shall cease to accrue upon the occurrence and during Redemption Date of this Security (or portion hereof if this Security is redeemed in part).] [If applicable, insert -- The Securities do not have the continuation benefit of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. sinking fund.] [INCLUDE IF SECURITY IS A GLOBAL SECURITY -- In the event of redemption a deposit or withdrawal of an interest in this Security, including an exchange, transfer, repurchase or conversion of this Security in part only, a new the Trustee, as custodian of the Depositary, shall make an adjustment on its records to reflect such deposit or withdrawal in accordance with the rules and procedures of the Depositary.] [If the Security or is not an Original Issue Discount Security, insert -- If an Event of Default with respect to Securities for of this series shall occur and be continuing, the unredeemed portion hereof will principal of the Securities of this series may be issued declared due and payable in the name manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert -- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Holder hereof upon Securities of this series may be declared due and payable in the cancellation hereofmanner and with the effect provided in the Indenture. If less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed Such amount shall be selected not more than sixty equal to -- insert formula for determining the amount. Upon payment (60i) days prior of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the Redemption Date by extent that the Trustee from payment of such interest shall be legally enforceable), all of the Outstanding Securities not previously called for redemption, by such method as Company's obligations in respect of the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion payment of the principal amount of and premium and interest, if any, on the Securities of this series shall terminate.] The Indenture contains provisions for defeasance at any time, upon compliance with certain conditions set forth therein, of (i) the entire Indebtedness evidenced by this Security or (ii) certain restrictive covenants and Events of Default with respect to this Security. The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding SecuritiesSecurities of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Senior NotesOutstanding Securities of each series, on behalf of the Holders of all Securitiesthe Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities of this series a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of like tenorthis series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 1,000 and any integral multiple of $1,000 in excess thereofthereof above that amount. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities and of like tenor this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of All terms used in this Security or a beneficial interest herein, which are defined in the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednessIndenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”") issued under the Junior Subordinated Indenture, dated as of March 22November 15, 2011 2007 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June January 30, 2011 2013 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Tax Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. Further, the Company shall, upon receipt of a Change of Control Election, redeem the Securities in whole on a date no more than thirty (30) days after receipt of the Change of Control Election, at a Redemption Price equal to one hundred percent (100%) of the principal amount thereof, together, in the case of any such redemption, with accrued and unpaid interest, including any Additional Interest, to but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to (i) the Company, (ii) to a person whom the seller reasonably believes is a “Qualified PurchasersInstitutional Buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act"), (iii) outside the United States in an offshore transaction in accordance with Regulation S under the Securities Act, (iv) pursuant to an effective registration statement under the Securities Act or (v) pursuant to another exemption from registration under the Securities Act, in each case to a “Qualified Purchaser” {as such term is defined in the Investment Company Act of 1940, as amended,) ), and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be construed and enforced in accordance with and governed by the laws of the State of New York, without reference to its conflict of laws provisions (other than section 5-1401 of the General Obligations Law).

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company and Reading NZ (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 22February 5, 2011 2007 (the “Indenture”), between among the Company and The Bank of New York Mellon Trust Company, National AssociationReading NZ and Wxxxx Fargo Bank, N.A., as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, Reading NZ, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of February 5, 2007 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the Reading International Trust I (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company Obligors may, on any Interest Payment Date, at its their option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30the No Call Period, 2011 and subject to the terms and conditions of Article XI of the this Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon If a Change of Control occurs and holders of Preferred Securities holding at least 25% in aggregate principal amount of the occurrence and during the continuation of a Special Event, Preferred Securities give written notice to the Company may, at its option, upon not less than (on behalf of itself and Reading NZ) within thirty (30) days’ nor more than sixty days following the date the Company (60on behalf of itself and Reading NZ) days’ written notice to the Holders notifies such holders of Preferred Securities of the Senior Notes Change of Control (unless a shorter notice period shall be satisfactory to such 30-day period, the Trustee“Notice Period”), redeem this Securityof their election to cause the redemption or defeasance, in whole but not in part, subject to the terms and conditions of Article XI as applicable of the Indenture at Securities (a Redemption Price equal to one hundred seven and one half percent (107.5%) “Change of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein providedControl Election”), the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior Notes, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, shall be required (on behalf of itself and Reading NZ), within thirty (30) days following the Holders of all Securities, to waive compliance by the Company with certain provisions end of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.Notice Period to:

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Amended and Restated Junior Subordinated Indenture, dated as of March 22October 23, 2011 2009 (the “Indenture”), between the Company and The Bank of New York Mellon Wilmington Trust Company, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Senior NotesSecurities and the holders of the Preferred Securities, and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of March 16, 2006 (as modified, amended or supplemented from time to time, the “Trust Agreement”), relating to the Anthracite Capital Trust III (the “Trust”) among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the IndentureIndenture or the Trust Agreement, as the case may be. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June March 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to (i) the Company or (ii) (A) a Person whom the Seller reasonably believes is a “Qualified PurchasersPurchaser” (as such term is defined in Section 2(a)(51) of the Investment Company Act and (B) (1) a Person whom the Seller reasonably believes is a “Qualified Institutional Buyer,” as such term is defined in Rule 144A under the Securities Act, in a transaction meeting the requirements of 1940Rule 144A, as amended(2) an institutional “Accredited Investor” within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act that is acquiring the Securities for its own account, or for the account of an “Accredited Investor,” for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, (3) pursuant to an effective registration statement under the Securities Act or (4) pursuant to another exemption from registration under the Securities Act, and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be construed and enforced in accordance with and governed by the laws of the State of New York, without reference to its conflict of laws provisions (other than Section 5-1401 of the General Obligations Law).

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) ), issued and to be issued in one or more series under the an Indenture, dated as of March 22, 2011 20 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between among the Company and The Bank of New York Mellon Trust Parent Guarantor, the Company, the Guarantors and U.S. Bank National Association, as Trustee (in such capacity, herein called the “Trustee,” ”, which term includes any successor trustee under the Indenture), and reference is hereby made to which the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Parent Guarantor, the Company, the TrusteeGuarantors, the Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used This Security is one of the series designated on the face hereof [if applicable, insert — , limited in aggregate principal amount to $ ]. [If applicable, insert — The Securities of this Security that series are defined in subject to redemption prior to the Indenture shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, Stated Maturity upon not less than thirty (30) days’ 15 nor more than sixty (60) 60 days’ written notice to by mail, [if applicable, insert — (1) on in any year commencing with the Holders year and ending with the year through operation of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time series at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2)] at any time [if applicable, insert — on or after , 20 ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before , , and if redeemed] during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to % of the principal amount, together in the case of any such redemptionredemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest, including any Additional Interest, through but excluding the date fixed as and unpaid interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture]. In addition[If applicable, upon the occurrence and during the continuation insert — The Securities of a Special Event, the Company may, at its option, this series are subject to redemption upon not less than thirty (30) days’ 15 nor more than sixty (60) 60 days’ written notice to by mail, (1) on in any year commencing with the Holders year and ending with the year through operation of the Senior Notes sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (unless expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after ], as a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not or in part, subject to at the terms and conditions of Article XI election of the Indenture Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning of the years indicated, and thereafter at a Redemption Price equal to one hundred seven and one half percent (107.5%) % of the principal amount hereofamount, together, together in the case of any such redemption, redemption (whether through operation of the sinking fund or otherwise) with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption DateDate but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [if applicable, insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than % per annum]. [If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable, insert — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in the inverse order in which they become due].] [If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. .] [If less than all applicable, insert — The Indenture contains provisions for defeasance at any time of [the Senior Notes are entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] [If the Security is subordinate and junior in right of payment to other obligations of the Company, specify the terms of such subordination.] [If the Security is secured, specify the terms of such security.] [If the Security is convertible into Common Stock or Preferred Stock of the Company, specify the conversion features.] [If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be redeemedcontinuing, the particular principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be redeemed continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be selected not more than sixty equal to — insert formula for determining the amount. Upon payment (60a) days prior of the amount of principal so declared due and payable and (b) of interest on any overdue principal, premium and interest (in each case to the Redemption Date by extent that the Trustee from the Outstanding Securities not previously called for redemptionpayment of such interest shall be legally enforceable), by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion all of the principal amount Company’s obligations on the Securities of any Security. this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture modification or indentures for the purpose waiver of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less more than a majority 50% in aggregate principal amount of the Securities at the time Outstanding Securitiesof each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages more than 50% in aggregate principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults Defaults (other than with respect to nonpayment or in respect of a provision that cannot be amended without the written consent of each Holder affected) under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. [If the Security is an Original Issue Discount Security, — In determining whether the Holders of the requisite aggregate principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture or whether a quorum is present at a meeting of Holders of Securities, the principal amount of any Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon the acceleration of the Maturity thereof.] As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee satisfactory indemnity, and the Trustee shall not have received from the Holders of a majority in aggregate principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, premium and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s its attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 $ and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company andIndenture and the Securities shall be governed by, by its acceptance and construed in accordance with, the laws of the State of New York. All terms used in this Security or a beneficial interest herein, that are defined in the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtednessIndenture shall have the meanings assigned to them in the Indenture.

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (the “Securities”) issued under the Junior Subordinated Indenture, dated as of March 22May 6, 2011 2009 (the “Indenture”), between the Company Company, the Guarantor and The Bank of New York Mellon Wilmington Trust Company, National Association, as Trustee (in such capacity, the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee, the holders of Senior Debt and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used in this Security that are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after June April 30, 2011 2012, and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security. The Indenture permits, with certain exceptions as therein provided, the Company Company, the Guarantor and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company Company, the Guarantor and of the Holders of the Senior NotesSecurities, with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior NotesSecurities, on behalf of the Holders of all Securities, to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) ), and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Guarantor, the Trustee and any agent of the Company Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be construed and enforced in accordance with and governed by the laws of the State of New York, without reference to its conflict of laws provisions (other than Section 5-1401 of the General Obligations Law).

Form of Reverse of Security. This Security is one of a duly authorized issue of senior securities of the Company (herein called the “"Securities”) "), issued and to be issued in one or more series under the an Indenture, dated as of March 22October 1, 2011 2003 (herein called the “"Indenture”"), between the Company and The Bank of New York Mellon Trust Company, National Associationthe Guarantor and Deutsche Bank Trust Company Americas, as Trustee (in such capacityherein called the "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement statement, of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the TrusteeGuarantor, the Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used As provided in this Security that are defined the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture shall have provided or permitted. This Security is one of the meanings assigned series designated on the face hereof [, limited in aggregate principal amount to them in $ ____________________]. This Security is the Indenturegeneral, unsecured, senior obligation of the Company [if applicable, insert--and is guaranteed pursuant to a guarantee (the "Guarantee") by Xxxxxxxxxxx International, Inc., a Delaware corporation (the "Guarantor"). The Company mayGuarantee is the general, on any Interest Payment Dateunsecured, at its optionsenior obligation of the Guarantor.] [If applicable, insert--The Securities of this series are subject to redemption upon not less than thirty (30___ days' notice by mail, [if applicable, insert, --(1) days’ nor more than sixty (60) days’ written notice to on ___________________________ in any year commencing with the Holders year _______ and ending with the year _______ through operation of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem sinking fund for this Security in whole at any time or in part from time to time series at a Redemption Price equal to one hundred percent (100%) % of the principal amount hereofamount, togetherand (2) ] at any time [on or after ___________________, 20_____ ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before _____________________________ , _________ %, and if redeemed] during the 12-month period beginning _______________ of the years indicated, YEAR REDEMPTION PRICE YEAR REDEMPTION PRICE and thereafter at a Redemption Price equal to _________ % of the principal amount, together in the case of any such redemptionredemption [if applicable, insert--(whether through operation of the sinking fund or otherwise)] with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the occurrence and during Holders of such Securities, or one or more Predecessor Securities, of record at the continuation close of a Special Eventbusiness on the relevant Record Dates referred to on the face hereof, all as provided in the Company mayIndenture.] [If applicable, at its option, insert--The Securities of this series are subject to redemption upon not less than thirty (30) days’ __ nor more than sixty ___ days' notice by mail, (601) days’ written notice to on _______________ in any year commencing with the Holders year _______ and ending with the year _______ through operation of the Senior Notes sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (unless expressed as percentages of the principal amount) set forth in the table below, and (2) at anytime [on or after ___________________ ], as a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not or in part, subject to at the terms and conditions of Article XI election of the Indenture Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning ___________________________ of the years indicated, REDEMPTION PRICE FOR REDEMPTION REDEMPTION PRICE FOR REDEMPTION THROUGH OPERATION OF THE SINKING OTHERWISE THAN THROUGH OPERATION OF YEAR FUND THE SINKING FUND and thereafter at a Redemption Price equal to one hundred seven and one half percent (107.5%) _______ % of the principal amount hereofamount, together, together in the case of any such redemption, redemption (whether through operation of the sinking fund or otherwise) with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.] [If applicable, insert--Notwithstanding the foregoing, the Company may not, prior to ___________________, redeem any Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than _______% per annum.] [If applicable, insert--The sinking fund for this series provides for the redemption on _______________________ in each year beginning with the year _______ and ending with the year _______ of [not less than] $ _____________ _________ [ ("mandatory sinking fund") and not more than $ _______________________ ] aggregate principal amount of Securities of this series. [Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made [If applicable, insert-- in the inverse order in which they become due].] [If the Securities are subject to redemption in part of any kind, insert--In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. .] [If less than all applicable, insert--The Securities of this series are not redeemable prior to Stated Maturity.] [If the Senior Notes are Security is not an Original Issue Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be redeemedcontinuing, the particular principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [If the Security is an Original Issue Discount Security,--If an Event of Default with respect to Securities of this series shall occur and be redeemed continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be selected not more than sixty equal to --insert formula for determining the amount. Upon payment (60i) days prior of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the Redemption Date by extent that the Trustee from payment of such interest shall be legally enforceable), all of the Outstanding Securities not previously called for redemption, by such method as Company's obligations in respect of the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion payment of the principal amount of any Security. and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company [If applicable, insert--and the Guarantor] and the rights of the Holders of the Senior NotesSecurities of each series to be affected under the Indenture at any time by the Company [If applicable, insert--and the Guarantor] and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Securities at the time Outstanding Securitiesof each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesSecurities of each series at the time Outstanding, on behalf of the Holders of all SecuritiesSecurities of such series, to waive compliance by the Company [If applicable, insert--and the Guarantor] with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any, ) and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security at the times, place place(s) and rate, and in the coin or currency, herein prescribed. [If a Global Security, insert--This Global Security or portion hereof may not be exchanged for Definitive Securities of this series except in the limited circumstances provided in the Indenture. The holders of beneficial interests in this Global Security will not be entitled to receive physical delivery of Definitive Securities except as described in the Indenture and will not be considered the Holders thereof for any purpose under the Indenture.] [If a Definitive Security, insert--As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined registerable in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for in [if applicable, insert--any place where the principal of and any premium and interest on this Security are payable] [if applicable, insert--The City of New York [, or, subject to any laws or regulations applicable thereto and to the right of the Company (limited as provided in the Indenture) to rescind the designation of any such purposetransfer agent, at the [main] offices of _______________ in ________________ or at such other offices or agencies as the Company may designate]], duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. .] The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 U.S. $ _______________ and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, [If applicable, insert--the Guarantor,] the Trustee and any agent of the Company [If applicable, insert--, the Guarantor] or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither none of the Company, [If applicable, insert--the Guarantor,] the Trustee nor any such agent shall be affected by notice to the contrary. The No recourse under or upon any obligation, covenant or agreement of or contained in the Indenture or of or contained in any Security, [If applicable, insert--, or the Guarantee endorsed thereon,] or for any claim based thereon or otherwise in respect thereof, or in any Security [If applicable, insert--or in the Guarantee], or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, shareholder, member, officer, manager or director, as such, past, present or future, of the Company and[If applicable, insert--or the Guarantor] or of any successor Person, either directly or through the Company [If applicable, insert--or the Guarantor] or any successor Person, whether by its virtue of any constitution, statute or rule of law, or by the enforcement of any assessment, penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released by the acceptance of this Security or hereof and as a beneficial interest herein, the Holder condition of, and as part of the consideration for, the Securities and the execution of the Indenture. The Indenture provides that the Company [If applicable, insert--and the Guarantor] (a) will be discharged from any Person that acquires and all obligations in respect of the Securities (except for certain obligations described in the Indenture), or (b) need not comply with certain restrictive covenants of the Indenture, in each case if the Company [If applicable, insert--or the Guarantor] deposits, in trust, with the Trustee money or U.S. Government Obligations (or a beneficial combination thereof) which through the payment of interest inthereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of and interest on the Securities, but such money need not be segregated from other funds except to the extent required by law. Except as otherwise defined herein, all terms used in this Security agree thatwhich are defined in the Indenture shall have the meanings assigned to them in the Indenture. [If a Definitive Security, insert as a separate page-- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ------------------------------------------------------------------------------- (Please Print or Typewrite Name and Address of Assignee) the within instrument of XXXXXXXXXXX INTERNATIONAL, LTD. and does hereby irrevocably constitute and appoint ___________________ Attorney to transfer said instrument on the books of the within-named Company, with full power of substitution in the premises. Please Insert Social Security or Other Identifying Number of Assignee: ----------------------------------- ----------------------------------- Dated: ----------------------------- ----------------------------------- (Signature) NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.] [If a Security to which Article Fourteen has been made applicable, insert the following Form of Notation on such Security relating to the Guarantee-- The Guarantor (which term includes any successor Person in such capacity under the Indenture), has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on the Securities and all other amounts due and payable under the Indenture and the Securities by the Company. The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Fourteen of the Indenture and reference is hereby made to the Indenture for United States federalthe precise terms of the Guarantee. Guarantor: XXXXXXXXXXX INTERNATIONAL, state and local tax purposes, it is intended that this Security constitute indebtedness.INC. By: ---------------------------------------- ---------------------------------------]

Form of Reverse of Security. This Security is one of a duly authorized issue of securities of the Company (herein called the “"Securities”) "), issued and to be issued in one or more series under the an Indenture, dated as of March 22, 2011 _____________ (herein called the “"Indenture”"), between the Company and The Bank of New York Mellon Trust Company, National Association[INSERT NAME OF TRUSTEE], as Trustee (in such capacity, herein called the “"Trustee,” " which term includes any successor trustee under the IndentureIndenture with respect to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, Trustee and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used This Security is one of the series designated on the face hereof [, limited in this Security that are defined aggregate principal amount to $_________]. The Company will pay to the Holders such Additional Amounts in the Indenture shall have the meanings assigned to them in respect of Covered Taxes as may become payable under Section 10.5 of the Indenture. [IF APPLICABLE, INSERT -- The Company may, on any Interest Payment Date, at its option, Securities of this series are subject to redemption upon not less than thirty 30 days' notice by mail, [IF APPLICABLE, INSERT -- (30) days’ nor more than sixty (60) days’ written notice to the Holders of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee1) on or after June 30, 2011 __________ in any year commencing with the year _____ and subject to ending with the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time year _____ at a Redemption Price equal to one hundred percent (100%) ____% of the principal amount hereofamount, togetherand (2)] at any time [on or after ____________, 20[__], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [on or before _____________, ____%, and if redeemed] during the 12-month period beginning of the years indicated, Redemption Redemption Year Price Year Price ---- ---------- ---- ---------- and thereafter at a Redemption Price equal to ____% of the principal amount, together in the case of any such redemption, redemption with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the Senior Notes (unless close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] The Securities will also be subject to redemption as a shorter notice period shall be satisfactory to the Trustee)whole, redeem this Security, in whole but not in part, at the option of the Company at any time at 100% of the principal amount, together with accrued interest thereon to the Redemption Date, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Securities, any Additional Amounts as a result of certain changes affecting Covered Taxes which are specified in the Indenture. [IF APPLICABLE, INSERT -- The Securities of this series are subject to redemption upon not less than 30 days' notice by mail, (1) on _____________ in any year commencing with the terms year _____ and conditions of Article XI ending with the year _____ through operation of the Indenture sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [on or after _____________], as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning _____________ of the years indicated, Redemption Price Redemption Price For Redemption For Redemption Through Operation Otherwise Than of the Through Operation Year Sinking Fund of the Sinking Fund ---- ----------------- ------------------- and thereafter at a Redemption Price equal to one hundred seven and one half percent (107.5%) ____% of the principal amount hereofamount, together, together in the case of any such redemption, redemption (whether through operation of the sinking fund or otherwise) with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.] [Notwithstanding the foregoing, the Company may not, prior to ______________, redeem any Securities of this series as contemplated by [Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than ____% per annum.] [The sinking fund for this series provides for the redemption on ___________ in each year beginning with the year _____ and ending with the year _____ of [not less than] $_________ [("Mandatory Sinking Fund ") and not more than $___________] aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [mandatory] sinking fund payments may be credited against subsequent [mandatory] sinking fund payments otherwise required to be made in the [describe order] order in which they become due.] [In the event of redemption or repayment of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. If .] [IF APPLICABLE, INSERT -- The Securities of this series are subject to repayment in whole [or in part] [but not in part], in integral multiples of $_________, on _________ [and ___________] at the option of the Holder hereof at a Repayment Price equal to ____% of the principal amount thereof [to be repaid], together with interest thereon accrued to the Repayment Date, all as provided in the Indenture [; PROVIDED, HOWEVER, that the principal amount of this Security may not be repaid in part if, following such repayment, the unpaid principal amount of this Security would be less than all [$_________] [the Senior Notes are minimum authorized denomination for Securities of this series]]. To be repaid at the option of the Holder, this Security, with the "Option to Elect Repayment" form duly completed by the Holder hereof, must be redeemedreceived by the Company at its office or agency maintained for that purpose in either the City of ____________, the particular Securities to be redeemed shall be selected State of __________, or the Corporate Trust Office, not more earlier than sixty (60) 30 days nor later than 15 days prior to the Redemption Date Repayment Date. Exercise of such option by the Trustee from Holder of this Security shall be irrevocable unless waived by the Outstanding Company.] [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY -- If an Event of Default with respect to Securities not previously called for redemptionof this series shall occur and be continuing, by the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY -- If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to -- INSERT FORMULA FOR DETERMINING THE AMOUNT. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such method as interest shall be legally enforceable), all of the Trustee shall deem fair and appropriate and which may provide for Company's obligations in respect of the selection for redemption of a portion payment of the principal amount of any Security. and interest, if any, on the Securities of this series shall terminate.] The Indenture permits, with certain exceptions as therein provided, the Company amendment thereof and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose modification of modifying in any manner the rights and obligations of the Company and the rights of the Holders of the Senior Notes, Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding SecuritiesSecurities of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Senior NotesOutstanding Securities of each series, on behalf of the Holders of all SecuritiesOutstanding Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the amount of principal of (and any premium, if any, on) and interest, including any Additional Interest (to the extent legally enforceable), interest on this Security herein provided, and at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purposein any place where the principal of (and premium, if any, on) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Security Registrar and duly executed by, the Holder hereof or such Holder’s his attorney duly authorized in writing, and thereupon one or more new Securities, Securities of this series of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes Securities of this series are issuable only in registered form without coupons in minimum denominations of $100,000 $ and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities and of this series of like tenor of a different authorized denomination, denominations as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. [IF APPLICABLE, INSERT -- OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company andto repay the within Security [(or the portion thereof specified below)], by pursuant to its acceptance terms, on the "Repayment Date" first occurring after the date of receipt of the within Security as specified below, at a Repayment Price equal to ____% of the principal amount thereof, together with interest thereon accrued to the Repayment Date, to the undersigned at: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please Print or Type Name and Address of the Undersigned.) FOR THIS OPTION TO ELECT REPAYMENT TO BE EFFECTIVE, THIS SECURITY WITH THE OPTION TO ELECT REPAYMENT DULY COMPLETED MUST BE RECEIVED NOT EARLIER THAN 30 DAYS PRIOR TO THE REPAYMENT DATE AND NOT LATER THAN 15 DAYS PRIOR TO THE REPAYMENT DATE BY THE COMPANY AT ITS OFFICE OR AGENCY EITHER IN THE CITY OF ____________, THE STATE OF _____________, OR THE CORPORATE TRUST OFFICE. [If less than the entire principal amount of the within Security is to be repaid, specify the portion thereof (which shall be $ or an integral multiple thereof) which is to be repaid: $ . The principal amount of this Security or a beneficial interest hereinmay not be repaid in part if, following such repayment, the Holder of, and any Person that acquires a beneficial interest in, unpaid principal amount of this Security agree thatwould be less than [$ [the minimum authorized denomination for Securities of this series].] [If less than the entire principal amount of the within Security is to be repaid, specify the denomination(s) of the Security(ies) to be issued for United States federal, state and local tax purposes, it is intended that the unpaid amount: ($ or any integral multiple of $ ): $.] Dated: ---------------------------------------- Note: The signature to this Option to Elect Repayment must correspond with the name as written upon the face of the within Security constitute indebtednessin every particular without alterations or enlargement or any change whatsoever.

Form of Reverse of Security. The form of the reverse of the Securities shall be substantially as follows: This Security is one of a duly authorized issue of securities Securities of the Company designated as its 11% Senior Secured Notes due 2003 (the “"Securities”") issued under the an Indenture, dated as of March 22September 17, 2011 1996 (herein called the “"Indenture”"), between the Company and The Bank of New York Mellon Trust Company, PSF Holdings, L.L.C., a Delaware limited liability company (the "Guarantor"), and Fleet National AssociationBank, as Trustee (in such capacityherein called the "Trustee", the “Trustee,” which term includes any successor trustee under the Indenture), . The Securities are limited in aggregate principal amount to which $117,500,000 plus the aggregate principal amount of Secondary Securities issued pursuant to the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, and the Holders of the Senior Notes, Securities and of the terms upon which the Senior Notes Securities are, and are to be, authenticated and delivered. All terms used The Securities are subject to redemption, in this Security that are defined whole or in the Indenture shall have the meanings assigned to them in the Indenture. The Company may, on any Interest Payment Date, at its optionpart, upon not less than thirty (30) days’ 20 nor more than sixty (60) 60 days’ written ' notice to by mail, at the Holders election of the Senior Notes (unless a shorter notice period shall be satisfactory to the Trustee) on or after June 30, 2011 and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole Company at any time or in part from time to time at a the following Redemption Price equal to one hundred percent Prices (100%) expressed as percentages of principal amount), if redeemed during the 12-month period beginning September 1, of each of the principal amount hereofyears indicated below: Redemption Year Price ---- ---------- 1996 111% 1997 108% 1998 105% 1999 103% 2000 101% 27 35 2001 100% The Redemption Prices as defined above, together, together in the case of any such redemption, redemption with accrued interest, including any Additional Interest, through but excluding the date fixed as interest to the Redemption Date. In addition, shall be paid in cash upon the occurrence and during the continuation surrender of a Special Eventsuch Securities in accordance with such notice, the Company may, at its option, upon not less than thirty (30) days’ nor more than sixty (60) days’ written notice but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the Senior Notes (unless a shorter notice period shall be satisfactory close of business on the relevant Record Dates referred to on the Trustee), redeem this Securityface hereof, in whole but cash or Secondary Securities, if applicable, all as provided in the Indenture. This Security does not in parthave the benefit of any sinking fund. The Indenture provides that, subject to certain conditions, if a Change of Control or Asset Disposition occurs, the terms and conditions of Article XI of Company shall be required to make an Offer to Purchase for the Indenture Securities at a Redemption Price purchase price equal to one hundred seven and one half percent (107.5%) 101% of the principal amount hereofthereof or par, together, in as the case may be, together in either case with all accrued and unpaid interest through the Purchase Date. Interest on the Debt evidenced by this Security is expressly limited so that in no contingency or event whatsoever, whether by acceleration of the maturity of the Debt evidenced by this Security or otherwise, shall the interest contracted for, charged or received by the Holder exceed the maximum amount permissible under applicable law. If under any circumstances whatsoever the fulfillment of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date. In the event of redemption provisions of this Security in part onlySecurity, a new the Indenture or any other document evidencing, securing, guaranteeing or otherwise pertaining to the Debt evidenced by this Security, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances any Holder shall ever receive anything of value as interest or deemed interest by applicable law under this Security, the Indenture or any other document evidencing, securing, guaranteeing or otherwise pertaining to the Debt evidenced by this Security or Securities for otherwise an amount that would exceed the unredeemed portion hereof will highest lawful rate, such amount that would be issued in the name of the Holder hereof upon the cancellation hereof. If less than all the Senior Notes are to be redeemed, the particular Securities to be redeemed excessive interest shall be selected not more than sixty (60) days prior applied to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion reduction of the principal amount owing on the Debt of this Security held by the Holder, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Debt of this Security held by the Holder, such excess shall be refunded to the Company. In determining whether or not the interest paid or payable with respect to any Security. The Indenture permitsDebt of the Company to the Holder, with certain exceptions as therein providedunder any specific contingency, exceeds the highest lawful rate, the Company and the Trustee at Holder shall, to the maximum extent permitted by applicable law, (a) characterize any time to enter into a supplemental indenture non-principal payment as an expense, fee or indentures for premium rather than as interest, (b) exclude voluntary prepayments and the purpose of modifying in any manner effects thereof, (c) amortize, prorate, allocate and spread the rights and obligations of the Company and of the Holders of the Senior Notes, with the consent of the Holders of not less than a majority in principal total amount of interest throughout the Outstanding Securitiesterm of such Debt so that the actual rate of interest on account of such Debt does not exceed the maximum amount permitted by applicable law, and/or (d) allocate interest between portions of such Debt, to the end that no such portion shall bear interest at a rate greater than that permitted by law. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Senior Notes, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium, if any, and interest, including any Additional Interest (to the extent legally enforceable), on this Security at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is restricted to transfers to “Qualified Purchasers” (as such term is defined in the Investment Company Act of 1940, as amended,) and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Senior Notes are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company terms and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness.