Common use of Forms of Securities Clause in Contracts

Forms of Securities. The Securities and the Trustee's certificate of authentication with respect thereto and the Security Guarantees shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guarantees. The definitive Securities and the Security Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guarantees, as evidenced by their execution of such Securities or Security Guarantees. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________], as Trustee By:__________________________ Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered form. ARTICLE THREE

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]The Chase Manhattan Bank, as Trustee By:__________________________ Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Make- Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. ARTICLE THREETHREE THE SECURITIES

Forms of Securities. The Securities of each series and the Trustee's certificate of authentication with respect thereto and the Security Guarantees related Guarantees, if any, shall be in substantially the forms form established in one or more Board Resolutions and, subject to Section 303 hereof, set forthforth in an Officers’ Certificate, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Issuer may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or as mayto conform to usage. Subject to Section 304, consistently herewith, be determined by the officers executing such definitive Securities and Security or Guarantees, as evidenced by their execution of such Securities and Security Guarantees. The definitive Securities and the Security Guarantees if any, shall be printed, lithographed or engraved engraved, or produced by any combination of these methods methods, on a steel engraved border or steel engraved borders or mechanically reproduced on safety paper or may be produced in any other manner, all as determined by the officers of the Company Officers executing such Securities or Security Guarantees, if any, as evidenced by their execution of such Securities or Security Guarantees. SECTION 202. FORM OF TRUSTEE'S ’S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee's ’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]U.S. Bank National Association, as Trustee Dated: By:__________________________ Authorized Officer : SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) the form of Section 301 and the provisions of Section 302one or more Global Securities, any such Global Security shall represent such of the Outstanding or Securities of such series as shall be specified therein and may provide that it or they shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a any Global Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given or by such Person or Persons as shall be specified therein or in the Company Issuer Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Issuer Order. If a Company an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company Issuer with respect to endorsement or delivery or redelivery of a Global Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security in global form if such Security was never issued and sold by the Company Issuer and the Company Issuer delivers to the Trustee the Global Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Global Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the CompanyIssuer, the Trustee and any agent of the Company Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security Global Security, the Holder of such permanent global Global Security in registered form. ARTICLE THREEAny Global Security authenticated and delivered hereunder shall bear a legend, in addition to any other legend or legends permitted by Section 201, in substantially the following form: This Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. This Security is exchangeable for Securities registered in the name of a person other than the depositary or its nominee only in the limited circumstances described in the Indenture, and, unless and until it is exchanged for Securities in definitive form as aforesaid, may not be transferred except as a whole by the depositary to a nominee of the depositary or by a nominee of the depositary to the depositary or another nominee of the depositary or by the depositary or its nominee to a successor depositary or its nominee.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [FIRST UNION NATIONAL BANK, as Trustee By _______________], as Trustee By:__________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and any premium or Make-Whole Amount premium, if any) and interest interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. ARTICLE THREE

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________], as Trustee By:__________________________ as Trustee By _______________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee or Authenticating Agent shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) (a copy of which instructions shall be delivered to the Trustee) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified thereinHolder thereof. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. ARTICLE THREETHREE THE SECURITIES

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611612, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [NBD BANK as Trustee By_______________], as Trustee By:__________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, thereby together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. ARTICLE THREE

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]THE CHASE MANHATTAN BANK, as Trustee AS TRUSTEE By:__________________________ Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Make- Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. ARTICLE THREETHREE THE SECURITIES

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]____, as Trustee By:By ____________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of the third paragraph from the end of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of the third paragraph from the end of Section 303. Notwithstanding the provisions of Section 307308, unless otherwise specified as contemplated by Section 301, payment of principal of (and any premium or Make-Whole Amount premium, if any) and interest interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Trust may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________], ______________________ as Trustee By:By __________________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Trust Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Trust Order. If a Company Trust Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company Trust with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company Trust and the Company Trust delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the CompanyTrust, the Trustee and any agent of the Company Trust and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of 15 22 identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or as mayto conform to usage. If the forms of Securities of any series are established by action taken pursuant to a Board Resolution, consistently herewith, a copy of an appropriate record of such action shall be determined certified by the officers executing such Securities Secretary or an Assistant Secretary of the Company and Security Guarantees, as evidenced delivered to the Trustee at or prior to the delivery of the Company Order contemplated by their execution Section 303 for the authentication and delivery of such Securities. The Trustee's certificate of authentication on all Securities and Security Guaranteesshall be insubstantially the form set forth in this Article. Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company Officers executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION202 Form of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]THE CHASE MANHATTAN BANK, as Trustee By:___________________________ Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM203 Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered form. ARTICLE THREEby

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or lithographed, engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]__________, as Trustee By:: _________________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Make- Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611612, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]Bank One Trust Company, NA as Trustee By:__________________________ By ------------------------------- Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered form. ARTICLE THREESignatory

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [THE CHASE MANHATTAN BANK, as Trustee By_______________], as Trustee By:__________________________ Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and any premium or Make-Whole Amount premium, if any) and interest interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL.

Forms of Securities. The Securities and the Trustee's certificate of authentication with respect thereto and the Security Guarantees shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guarantees. The definitive Securities and the Security Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guarantees, as evidenced by their execution of such Securities or Security Guarantees. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]Bank One, National Association, as Trustee By:__________________________ Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered form. ARTICLE THREE

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series, and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms (including permanent or temporary global form) as shall be established in one or more indentures supplemental hereto or by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange or as may, may consistently herewith, herewith be determined by the officers executing such Securities and Security Guaranteesor coupons, as evidenced by their execution of the Securities or coupons. If the forms of Securities or coupons of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities and Security Guaranteesor coupons. Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and the Security Guarantees coupons, if any, shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the The Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein herein referred to in the within-mentioned Indenture. [_______________], _________________ as Trustee By:_____________________________ Authorized Officer Signer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities in Global Form. Unless otherwise provided in or pursuant to this Indenture, the Securities shall not be issuable in global form. If Securities of or within a series are shall be issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any number of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a any Security in global form to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Holders, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, been or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 be accompanied by or contained in an Officers' Certificate and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered form. ARTICLE THREE

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein and referred to in the within-mentioned Indenture. [_______________]JPMorgan Chase Bank, as Trustee By:__________________________ : ----------------------------------- Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges, maturities or redemptions. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel102. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream. ARTICLE THREESECTION 204. CUSIP, CINS or ISIN Numbers.

Forms of Securities. The Securities and the Trustee's certificate of authentication with respect thereto and the Security Guarantees shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guarantees. The definitive Securities and the Security Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guarantees, as evidenced by their execution of such Securities or Security Guarantees. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________], as Trustee By:__________________________ Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered form. ARTICLE THREE.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]FIRST UNION NATIONAL BANK, as Trustee By:By ___________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and any premium or Make-Whole Amount premium, if any) and interest interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________], as Trustee By:__________________________ By ----------------------------- Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. ARTICLE THREE

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or coupons. Securities distributed to holders of book-entry Preferred Securities shall be distributed in the form of one or more global securities registered in the name of a depositary or its nominee, and deposited with the Security GuaranteesRegistrar, as custodian for such depositary, or held by such depositary, for credit by the depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than book-entry Preferred Securities shall not be issued in the form of a global security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]THE CHASE MANHATTAN BANK, as Trustee AS TRUSTEE By:__________________________ Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Make- Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. ARTICLE THREETHREE THE SECURITIES

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [THE FIRST NATIONAL BANK OF BOSTON, as Trustee By_______________], as Trustee By:__________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein and referred to in the within-mentioned Indenture. [_______________]JPMorgan Chase Bank, as Trustee By:__________________________ : ------------------------------------- Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges, maturities or redemptions. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel102. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream. ARTICLE THREESECTION 204. CUSIP, CINS or ISIN Numbers.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-within mentioned Indenture. [FIRST UNION NATIONAL BANK as Trustee By_______________], as Trustee By:__________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of permanent global Security in bearer form, Euroclear or CEDEL.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and any coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, as are established in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]XXXXX XXXXXX BANK AND TRUST COMPANY, as Trustee By:__________________________ : --------------------------------- Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be are specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such the manner and upon written instruction in accordance with instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written in accordance with instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and any premium or Make-Make- Whole Amount Amount, if any, on) and interest and Additional Amounts, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and or the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. ARTICLE THREETHREE THE SECURITIES

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [Dated:_______________]___ THE BANK OF NEW YORK, as Trustee By:By _______________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it or any number of such Securities shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and any premium or Make-Whole Amount premium, if any) and interest interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]______________, as Trustee By:By _____________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. ARTICLE THREE

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Trust may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]______________, as Trustee By:By _____________________________ Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered form. ARTICLE THREESignatory

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]STATE STREET BANK AND TRUST COMPANY, N.A., as Trustee By:__________________________ By ------------------------------------- Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. - 19 - 27 ARTICLE THREE

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]__, as Trustee By:By ______________________________ Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL.

Forms of Securities. The Securities and the Trustee's certificate of authentication with respect thereto and the Security Guarantees shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guarantees. The definitive Securities and the Security Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guarantees, as evidenced by their execution of such Securities or Security Guarantees. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]Bank One, National Association, as Trustee By:__________________________ : -------------------------------- Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered form. ARTICLE THREE

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]_____________, as Trustee By:_________________________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or lithographed, engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]_______________, as Trustee By:_________________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture Indenture, or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [UNITED STATES TRUST COMPANY OF NEW YORK as Trustee By _______________], as Trustee By:__________________________ Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form as if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL.

Forms of Securities. The Securities of each series and the Trustee's certificate of authentication with respect thereto and the Security Guarantees related Guarantees, if any, shall be in substantially the forms form established in one or more Board Resolutions and, subject to Section 303 hereof, set forthforth in an Officers’ Certificate, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Issuer may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or as mayto conform to usage. Subject to Section 304, consistently herewith, be determined by the officers executing such definitive Securities and Security or Guarantees, as evidenced by their execution of such Securities and Security Guarantees. The definitive Securities and the Security Guarantees if any, shall be printed, lithographed or engraved engraved, or produced by any combination of these methods methods, on a steel engraved border or steel engraved borders or mechanically reproduced on safety paper or may be produced in any other manner, all as determined by the officers of the Company Officers executing such Securities or Security Guarantees, if any, as evidenced by their execution of such Securities or Security Guarantees. SECTION 202. FORM OF TRUSTEE'S ’S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee's ’s certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]U.S. Bank Trust Company, National Association, as Trustee Dated: By:__________________________ : Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) the form of Section 301 and the provisions of Section 302one or more Global Securities, any such Global Security shall represent such of the Outstanding or Securities of such series as shall be specified therein and may provide that it or they shall represent the aggregate amount of all Outstanding Securities of such series (or such lesser amount as is permitted by the terms thereof) from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a any Global Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given or by such Person or Persons as shall be specified therein or in the Company Issuer Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Global Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Issuer Order. If a Company an Issuer Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company Issuer with respect to endorsement or delivery or redelivery of a Global Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Global Security in global form if such Security was never issued and sold by the Company Issuer and the Company Issuer delivers to the Trustee the Global Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Global Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the CompanyIssuer, the Trustee and any agent of the Company Issuer and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security Global Security, the Holder of such permanent global Global Security in registered form. ARTICLE THREEAny Global Security authenticated and delivered hereunder shall bear a legend, in addition to any other legend or legends permitted by Section 201, in substantially the following form: This Security is a Global Security within the meaning set forth in the Indenture hereinafter referred to and is registered in the name of a depositary or a nominee of a depositary. This Security is exchangeable for Securities registered in the name of a person other than the depositary or its nominee only in the limited circumstances described in the Indenture, and, unless and until it is exchanged for Securities in definitive form as aforesaid, may not be transferred except as a whole by the depositary to a nominee of the depositary or by a nominee of the depositary to the depositary or another nominee of the depositary or by the depositary or its nominee to a successor depositary or its nominee.

Forms of Securities. The Securities and the Trustee's certificate of authentication with respect thereto and the Security Guarantees shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guarantees. The definitive Securities and the Security Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guarantees, as evidenced by their execution of such Securities or Security Guarantees. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________], as Trustee By:__________________________ Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered form. ARTICLE THREE.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________], ___________________________ as Trustee By:________________________________________ Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered form. ARTICLE THREESecurity

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION Section 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee’s Certificate of Authentication. Subject to Section 611, the Trustee's ’s certificate of authentication shall be in substantially the following form: This is one of the Securities securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]______________, as Trustee By:By _____________________________ Authorized Officer SECTION Signatory Section 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) H) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREE, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, and related coupons of authentication with respect thereto and the Security Guarantees each series, shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established by in or pursuant to a Board Resolution or in one or more indentures supplemental heretohereto or Board Resolutions, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or lithographed, engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]FIRST UNION NATIONAL BANK, as Trustee By:__________________________ : -------------------------------- Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or CEDEL. ARTICLE THREETHREE THE SECURITIES

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________], STATE STREET BANK AND TRUST COMPANY as Trustee By:__________________________ By ---------------------------------- Authorized Officer Signatory SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORMSecurities Issuable in Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee (or pursuant to its direction) in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form. ARTICLE THREEform or (ii) in the case of a permanent global Security in bearer form held by Euroclear (or a depository on its behalf), Euroclear, or, in the case of a permanent global Security in bearer form held by Cedelbank (or a depository on its behalf), Cedelbank.

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or to conform to usage. Unless otherwise specified as maycontemplated by Section 301, consistently herewith, be determined by the officers executing such Bearer Securities and Security Guarantees, as evidenced by their execution of such Securities and Security Guaranteesshall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATIONForm of Trustee's Certificate of Authentication. Subject to Section 611612, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________], [ ] as Trustee By:__________________________ By ------------------------------- Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered form. ARTICLE THREESignatory

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms as shall be established in one or more indentures supplemental hereto or approved from time to time by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange on which the Securities may be listed, or as mayto conform to usage. If the forms of Securities of any series are established by action taken pursuant to a Board Resolution, consistently herewith, a copy of an appropriate record of such action shall be determined certified by the officers executing such Securities Secretary or an Assistant Secretary of the Company and Security Guarantees, as evidenced delivered to the Trustee at or prior to the delivery of the Company Order contemplated by their execution Section 303 for the authentication and delivery of such Securities. The Trustee's certificate of authentication on all Securities and Security Guaranteesshall be in substantially the form set forth in this Article. Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have interest coupons attached. The definitive Securities and the Security Guarantees coupons shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company Officers executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202202 Form of Trustee's Certificate of Authentication. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. ----------------------------------------------- Subject to Section 611, the Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. [_______________]__________, as Trustee By:: ______________________________________ Authorized Officer SECTION 203203 Securities Issuable in Global Form. SECURITIES ISSUABLE IN GLOBAL FORM. ---------------------------------- If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or endorsement, delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and any premium or Make-Whole Amount premium, if any) and interest interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 309 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream. SECTION 204 Form of Legend for Book-Entry Securities. ---------------------------------------- Any Global Security authenticated and delivered hereunder shall bear a legend (which would be in addition to any other legends required in the case of a restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND SUCH CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. ARTICLE THREE

Forms of Securities. The Securities Registered Securities, if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication with respect thereto each series, and the Security Guarantees related coupons shall be in substantially the forms set forth, or referenced, in Exhibit A and Exhibit B, respectively, annexed hereto, or in such other form or forms (including permanent or temporary global form) as shall be established in one or more indentures supplemental hereto or by or pursuant to a Board Resolution or in one or more indentures supplemental heretoaccordance with Section 301, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as may be required to comply with applicable tax laws any law or the rules with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange or as may, may consistently herewith, herewith be determined by the officers executing such Securities and Security Guaranteesor coupons, as evidenced by their execution of the Securities or coupons. If the forms of Securities or coupons of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities and Security Guaranteesor coupons. Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and the Security Guarantees coupons, if any, shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Securities or Security Guaranteescoupons, as evidenced by their execution of such Securities or Security Guaranteescoupons. SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. Subject to Section 611, the The Trustee's certificate of authentication shall be in substantially the following form: This is one of the Securities of the series designated therein herein referred to in the within-mentioned Indenture. [_______________], --------------------------------------- as Trustee By:__________________________ By ------------------------------------- Authorized Officer SECTION 203. SECURITIES ISSUABLE IN GLOBAL FORM. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301 and the provisions of Section 302, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon written instruction given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon written instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of and any premium or Make-Whole Amount and interest on any Security in permanent global form shall be made to the Person or Persons specified therein. Notwithstanding the provisions of Section 308 and except as provided in the preceding paragraph, the Company, the Trustee and any agent of the Company and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security the Holder of such permanent global Security in registered form. ARTICLE THREESignatory