Common use of NOTE FORMS Clause in Contracts

NOTE FORMS. Forms Generally; Initial Forms of Rule 144A and Regulation S Notes. ----------------------------------------------- The Notes and the Trustee's certificates of authentication shall be in substantially the forms set forth in this Article, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. The definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution thereof. Upon their original issuance, Rule 144A Notes shall be issued in the form of one or more Global Notes without interest coupons registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, in New York, New York, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note are collectively herein called the "Restricted Global Note". Upon their original issuance, Regulation S Notes shall be issued in the form of one or more Global Notes without interest coupons registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, in New York, New York, for credit to Morgan Guaranty Trust Company of New York, Brussels Office, a▇ ▇▇▇▇ator of the Euroclear, and Cedel to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct) in accordance with the rules thereof. Prior to the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note may only be held through Euroclear and Cedel (as indirect participants in DTC), unless such interests are exchanged for corresponding interests in the Restricted Global Note in accordance with Section 306(b)(ii) hereof.

NOTE FORMS. Forms Generally; Initial Forms of Rule 144A and Regulation S Notes. ----------------------------------------------- The Notes and the Trustee's certificates of authentication shall be in substantially the forms set forth in this Article, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. The definitive Notes to be endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution thereof. Upon their original issuance, Rule 144A Notes shall be issued in the form of one or more Global Notes without interest coupons registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, in New York, New York, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Restricted Global Note are collectively herein called the "Restricted Regulation S Global Note". Upon their original issuance, Regulation S Notes (herein called the "Regulation S Temporary Global Note") shall be issued in the form of one or more a single temporary Global Notes Note without interest coupons registered in the name of DTC, as Depositary, or its nominee and deposited with the TrusteeTrustee at its Corporate Trust Office, as custodian for DTC, in New York, New York, for credit to Morgan ▇▇▇▇▇▇ Guaranty Trust Company of New York, Brussels Office, a▇ ▇▇▇▇ator as operator of the Euroclear, and Cedel to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct) in accordance with the rules thereof. Prior to the expiration of the Restricted Period, beneficial Beneficial interests in the Regulation S Temporary Global Note may only be held through Euroclear and Cedel (as indirect participants in DTC), unless until such interests are exchanged for corresponding interests in the Restricted an unrestricted Global Note as provided in accordance the next sentence. A holder of a beneficial interest in the Regulation S Temporary Global Note must provide written certification to Euroclear or CEDEL, as the case may be, that the beneficial owner of the interest in such Global Note is not a U.S. Person (an "Owner Securities Certification"), and Euroclear or CEDEL, as the case may be, must provide to the Trustee a similar certificate in the form set form in Annex C (a "Depositary Securities Certification"), prior to (i) the payment of interest with Section 306(b)(iirespect to such holder's beneficial interest in the Regulation S Temporary Global Note and (ii) hereofany exchange of such beneficial interest for a beneficial interest in the Regulation S Global Note.

NOTE FORMS. Forms Generally; Initial Forms of Rule 144A and Regulation S Notes201. ----------------------------------------------- FORMS GENERALLY The Notes and the Trustee's certificates of authentication shall be in substantially the forms set forth in this Article, 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 the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. The definitive Notes will be initially issued as one or more Global Notes. Each Global Note authenticated under this Indenture shall be printedin global registered form without coupons, lithographed or engraved or produced by any combination and each such Global Note shall constitute a single Note for all purposes of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution thereofthis Indenture. Upon their original issuance, Rule 144A Notes and Initial Regulation S Notes shall be issued in the form of one or more separate Global Notes. The Global Notes without interest coupons registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, in New York, New York, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global representing Rule 144A Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note Notes, are collectively herein called the "Restricted Global NoteRESTRICTED GLOBAL NOTES". Upon their original issuance, The Global Notes representing Initial Regulation S Notes, together with their Successor Notes which are Global Notes, are collectively herein called the "REGULATION S GLOBAL NOTES". 202. FORM OF FACE OF GLOBAL NOTE 10.375% SENIOR NOTES DUE June 1, 2011 COMMON CODE NO. [Restricted Note: 012958714 / Regulation S:012958676] ISIN NO. [Restricted Note: XS0129587142 / Regulation S XS0129586763] No.________________ [LEGEND IF THE NOTE IS A RESTRICTED NOTE: THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. THIS NOTE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. EACH PURCHASER OF THIS NOTE OR ANY INTEREST HEREIN IS HEREBY NOTIFIED THAT THE TRANSFEROR OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.] [LEGEND IF THE NOTE IS A REGULATION S GLOBAL NOTE: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT, UNDER THE SECURITIES ACT, BE OFFERED, SOLD, OR DELIVERED IN THE UNITED STATES UNLESS THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE.] [LEGEND IF THE NOTE IS NOT AN EXCHANGE NOTE: THE HOLDER OF THIS NOTE IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, THE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 16, 2001 AMONG THE COMPANY AND THE OTHER PARTIES REFERRED TO THEREIN.] [IF THE NOTE IS A GLOBAL NOTE, THEN INSERT THE FOLLOWING PARAGRAPH: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] ▇▇▇▇▇▇ Griesheim Holding AG, a stock corporation formed under the laws of the Federal Republic of Germany (the "COMPANY", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to _____________________________________ or its registered assigns the principal sum indicated on Schedule A hereof on June 1, 2011 and to pay interest thereon from May 16, 2001 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 1 and December 1 in each year, commencing December 1, 2001 at the rate of 10.375% per annum, until the principal hereof is paid or made available for payment and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 11.375% per annum on any overdue principal and premium and on any overdue installment of interest until paid. Interest on the Notes shall be issued computed based on a 360-day year of twelve 30-day months. [IF AN ORIGINAL NOTE, THEN INSERT: Notwithstanding the foregoing, if (i) the Company has not filed a registration statement (the "EXCHANGE REGISTRATION STATEMENT") under the Securities Act of 1933, as amended (the "SECURITIES ACT"), registering a security substantially identical to this Note (except that such Exchange Note will not contain terms with respect to the Special Interest payments described below or legends reflecting transfer restrictions) pursuant to an exchange offer (the "EXCHANGE OFFER") (or, if applicable, a registration statement registering this Note for resale (a "RESALE REGISTRATION STATEMENT")) on or before the date on which such registration statement is required to be filed pursuant to the Exchange and Registration Rights Agreement, dated as of May 16, 2001 among the Company and the other parties referred to therein (the "REGISTRATION RIGHTS AGREEMENT"), or (ii) the Exchange Registration Statement relating to the Exchange Offer (or, if applicable, a Resale Registration Statement) has not become or been declared effective on or before the date on which such registration statement is required to become or be declared effective pursuant to the Registration Rights Agreement, or (iii) the Exchange Offer has not been completed within 45 days after the initial effective date of the Exchange Registration Statement (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or, if applicable, the Resale Registration Statement is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted pursuant to the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case in Clauses (i) through (iv) upon the terms and conditions set forth in the form Registration Rights Agreements (each such event referred to in Clauses (i) through (iv), a "REGISTRATION DEFAULT" and each period during which a Registration Default has occurred and is continuing, a "REGISTRATION DEFAULT PERIOD"), then interest will accrue (in addition to any stated interest on the Notes) (the "STEP-UP") at a per annum rate of 0.50% for the first 90 days of the Registration Default Period, and increasing at an additional per annum rate of 0.50% for each subsequent 90 days of the Registration Default Period to a maximum additional per annum rate of 1.00% thereafter for the remaining portion of the Registration Default Period until such time (the "STEP-DOWN DATE") as no Registration Default is in effect. Interest accruing as a result of the Step-Up is referred to herein as "SPECIAL INTEREST". Special Interest may not accrue in respect of more than one or more Global Notes without Registration Default at any one time. Accrued Special Interest, if any, shall be paid semi-annually on June 1 and December 1 in each year; and the amount of accrued Special Interest shall be determined on the basis of the number of days during which such Registration Default is in effect. The Company shall provide the Trustee with written notice of the date of any Registration Default and the Step-Down Date. Any accrued and unpaid interest coupons registered (including Special Interest) on this Note upon the issuance of an Exchange Note (as defined in the name Indenture) in exchange for this Note shall cease to be payable to the Holder hereof but such accrued and unpaid interest (including Special Interest) shall be payable on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular Record Date.] Payments in respect of DTCthis Global Note will be made by wire transfer of immediately available funds to the accounts specified by the holder of such Global Note. All such payments are subject to the provisions in Section 113 of the Indenture relating to legal holidays. Notwithstanding the foregoing, as Depositarythe Company will pay principal (and premium, if any) on a Note upon presentation and surrender of such Note at the specified office of the Paying Agent or its nominee and deposited with any additional or substitute paying agent by a euro check drawn on a bank in Frankfurt, London, the Trustee, as custodian for DTC, in New York, New York, for credit to Morgan Guaranty Trust Company City of New York, Brussels Office, a▇ ▇▇▇▇ator of the Euroclear, and Cedel or Luxembourg. Reference is hereby made to the respective accounts further provisions of beneficial owners this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Notes represented thereby (Trustee or such other accounts as they may direct) in accordance with its authorized authentication agent referred to on the rules thereof. Prior reverse hereof by manual signature, this Note shall not be entitled to any benefit under the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note may only Indenture or be held through Euroclear and Cedel (as indirect participants in DTC), unless such interests are exchanged valid or obligatory for corresponding interests in the Restricted Global Note in accordance with Section 306(b)(ii) hereofany purpose.

NOTE FORMS. Forms Generally; Initial Forms of Rule 144A and Regulation S Notes. ----------------------------------------------- --------------- The Notes and the Trustee's certificates certificate of authentication shall be in substantially the forms set forth in this Article, with form annexed hereto as Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such notations, legends or endorsements placed thereon as may be required by law, or to comply with the rules of any securities exchange or agreements to which the Company is subject or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A and contain each of the legends set forth in Section 202 (the "U.S. Global Note"), registered in the name of the Depositary or the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the "Offshore Global Note"), registered in the name of the Depositary or the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Initial Notes issued pursuant to Section 305 in exchange for or upon transfer of beneficial interests in the U.S. Global Note or the Offshore Global Note shall be in the form of U.S. Physical Notes or in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"), respectively as hereinafter provided. Initial Notes offered and sold other than as described in the preceding two paragraphs shall be issued in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A and contain the Private Placement Legend as set forth in Section 202(a)(i) (the "U.S. Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes". The U.S. Global Note and the Offshore Global Notes are sometimes collectively referred to as the "Global Notes." The definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listedmanner, all as determined by the officers of the Company executing such Notes, as evidenced by their execution thereofof such Notes. Upon their original issuance, Rule 144A Exchange Notes shall be issued substantially in the form of one or more Global Notes without interest coupons registered set forth in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, in New York, New York, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note are collectively herein called the "Restricted Global Note". Upon their original issuance, Regulation S Notes shall be issued in the form of one or more Global Notes without interest coupons registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, in New York, New York, for credit to Morgan Guaranty Trust Company of New York, Brussels Office, a▇ ▇▇▇▇ator of the Euroclear, and Cedel to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct) in accordance with the rules thereof. Prior to the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note may only be held through Euroclear and Cedel (as indirect participants in DTC), unless such interests are exchanged for corresponding interests in the Restricted Global Note in accordance with Section 306(b)(ii) hereof.Exhibit A.