Common use of Rule 144 Transfers Clause in Contracts

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer or from an affiliate of the Issuer, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (i) after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) of the Indenture) Chase Manhattan Bank and Trust Company, National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration Re: 10 3/4% Senior Notes due 2009 of Exodus Communications, Inc. (the "Securities") ------------------------------------------------- Reference is made to the Indenture, dated as of December 1, 1999 (the "Indenture"), between Exodus Communications, Inc. (the "Issuer") and Chase Manhattan Bank and Trust Company, National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) Rule144, the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer or from an affiliate of the IssuerJuly 24, whichever is later, 2004 and is being effected in accordance with the applicable current public information, amount, manner of sale and notice requirements of Rule 144; or (i) after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Initial PurchasersCompany. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banksWilmington Trust company, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) of the Indenture) Chase Manhattan Bank and Trust Company, National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration as Security Registrar Re: 10 3/4% Senior Notes 11⅞%Notes due 2009 2008 of Exodus CommunicationsAllegheny Energy, Inc. (the "SecuritiesNotes") ------------------------------------------------- Reference is made to the Indenture, dated as of December 1July 24, 1999 2003 (the "Indenture"), between Exodus CommunicationsAllegheny Energy, Inc. (the "IssuerCompany") and Chase Manhattan Bank and Wilmington Trust Company, National Association, as Trustee. Terms Capitalized terms used but not defined herein and defined shall have the meanings ascribed to them in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act Indenture. In connection with our proposed purchase of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] _ aggregate principal amount of: (a) [ ] a beneficial interest in a Global Note, or (b) [ ] a Definitive Note, in each case together with such Note's Attached Warrants (or beneficial interest therein), we confirm that: 1. We understand that any subsequent transfer of Securitiesthe Notes or any interest therein, which are evidenced by is subject to certain restrictions and conditions set forth in the following certificate(s) Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the United States Securities Act of 1933, as amended (the "Specified SecuritiesSecurities Act"): CUSIP No(s). 2. We understand that the offer and sale of the Note (and of the Notes' Attached Warrants) have not been registered under the Securities Act, and that the Notes, together with such Notes' Attached Warrants, and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a "qualified institutional buyer" (as defined therein), (C) to an institutional "accredited investor" (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein. 3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes (and such Notes' Attached Warrants) purchased by us will bear a legend to the foregoing effect. 4. We are an institution that is an "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, together with such Notes' Attached Warrants, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment. 5. We are acquiring the Notes, together with such Notes' Attached Warrants, or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which we exercise sole investment discretion. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. ______________________________ ISIN No(s), If any. [Insert Name of Transferor] By: ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below Name: Title Date: ____________________________ THE WARRANTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND CONSTITUTE "RESTRICTED SECURITIES", AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER OR IN VIOLATION OF ANY SUCH STATE SECURITIES LAWS. THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASEABLE HEREUNDER ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH IS ON FILE AT THE COMPANY. THIS WARRANT HAS BEEN ISSUED IN CONNECTION WITH THE ISSUANCE OF 11⅞% NOTES DUE 2008 OF ALLEGHENY ENERGY, INC., HAS BEEN ATTACHED TO SUCH NOTES, AND MAY NOT BE SEPARATELY TRANSFERRED OR OTHERWISE DETACHED THEREFROM. PRIOR TO THE REGISTRATION HEREOF UNDER THE SECURITIES ACT, THIS WARRANT MAY NOT BE TRANSFERRED IN RESPECT OF A WARRANT NUMBER OF LESS THAN 1,000. No. W-1 Dated: July 24, 2003. CUSIP 000000000 ISIN US0173611148 THIS IS TO CERTIFY THAT, for value received, WILMINGTON TRUST COMPANY, IN ITS CAPACITY AS INSTITUTIONAL TRUSTEE UNDER THE DECLARATION OF TRUST (AS HEREIN DEFINED), or registered assigns (the "UndersignedHolder") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them entitled to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by purchase from Allegheny Energy, Inc., a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person Maryland corporation (the "TransfereeCompany"), at the place where a Warrant Agency (as hereinafter defined) is located, at the Exercise Price (as hereinafter defined), the number (the "Warrant Share Number") who will take delivery in of shares of Common Stock, par value $1.25 per share (the form "Common Stock"), of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant Company equal to an effective registration statement under the Securities Act, product of (ix) the Owner is not a U.S. Person Warrant Number shown above times (y) the Share Number (as hereinafter defined), subject to adjustment as provided in Article IV and upon the terms and conditions as hereinafter provided, and is entitled also to exercise the other rights, powers and privileges hereinafter described. This Warrant is one of one or more warrants (the "Warrants") of the same form and having the same terms as this Warrant. Certain terms used in this Warrant are defined in the Indenture) and (ii) such transfer is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:Article V.

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A1) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities Notes were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amountvolume, manner of sale and notice requirements of Rule 144; or (i2) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities Notes were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company, the Guarantors and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second third paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- EXHIBIT B—Form of Restricted Securities Notes Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) of the Indenture) Chase Manhattan U.S. Bank and Trust CompanyNational Association, National Association as Trustee 000 Xxxxxxxxxx XxxxxxXxxxxx Xxxxxx Xxxxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx XX 00000 AttentionAttn: Corporate Trust Administration Services Re: 10 3/49.75% Senior Notes due 2009 2011 of Exodus CommunicationsDollar Financial Group, Inc. (the "Securities"“Notes”) ------------------------------------------------- Reference is made to the Indenture, dated as of December 1November 13, 1999 2003 (the "“Indenture"”), between Exodus Communicationsamong Dollar Financial Group, Inc. (the "Issuer"“Company”), the Guarantors (as defined therein) and Chase Manhattan U.S. Bank and Trust Company, National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "“Securities Act") ”), are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] $ principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the "“Specified Securities"Notes”): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "“Undersigned"”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "“Owner". .” If the Specified Securities Notes are represented by a Global SecurityNote, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person (the "“Transferee"”) who will take delivery in the form of a Restricted Security or an interest Note or, if pursuant to Rule 144, in the form of a Restricted Global SecurityNote bearing no Securities Act Legend pursuant to Section 2.08(f). In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amountvolume, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: ___________________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:________________________________________________ * Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2ss. 305(b)(ii), (iii) and (v) of the Indenture) Chase Manhattan The Bank and Trust Companyof New York, National Association as Trustee 000 Xxxxxxxxxx XxxxxxXxxxxxx Xxxxxx New York, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 NY 10286 Attention: Corporate Trust Administration Re: 10 3/4__% Senior Notes due 2009 ____________________ of Exodus CommunicationsDelta Air Lines, Inc. (the "Securities") ------------------------------------------------- Reference is made to the Indenture, dated as of December 114, 1999 (the "Indenture"), between Exodus CommunicationsDelta Air Lines, Inc. (the "IssuerCompany") and Chase Manhattan The Bank and Trust Company, National Associationof New York, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "Securities Act") ), are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] _ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictionsjurisdic tions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) , the transfer is occurring (i) after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer or from an affiliate of the Issuer, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (i) after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities Notes are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United Statesa transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: (Print the name of the Undersignedundersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned undersigned must be stated.) * Signature The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note (or the portion thereof specified below), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, , at (please print or typewrite name and address of the undersigned). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed will be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, Xxxxx Fargo Bank – DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx. If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be guaranteed by $2,000 or an eligible Guarantor Institution integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $ . Name: Address: Telephone Number: Date: The undersigned, , being the of (banks, stockbrokers, savings the “Company”) does hereby certify that the individuals listed below are qualified and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) acting officers of the Indenture) Chase Manhattan Bank Company as set forth in the adjacent right column opposite their respective names and Trust Companythe signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National Association 000 Xxxxxxxxxx XxxxxxAssociation, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration Re: 10 3/4% Senior Notes due 2009 of Exodus Communications, Inc. (as Trustee under the "Securities") ------------------------------------------------- Reference is made to the Indenture, Indenture dated as of December 1, 1999 (2009 , among the "Indenture")Company, between Exodus Communications, Inc. (the "Issuer") Guarantors and Chase Manhattan Bank and Trust CompanyXxxxx Fargo Bank, National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:.

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : ----------------------------------------- Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ================================================================================ ANNEX B -- C - Form of Restricted Unrestricted Securities Certificate RESTRICTED UNRESTRICTED SECURITIES CERTIFICATE (For transfers removal of Securities Act Legends pursuant to Section 306(b)(2.3.05(c)) The Bank of the Indenture) Chase Manhattan Bank and Trust CompanyNew York, National Association 000 Xxxxxxxxxx as Trustee 00 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration Xxxxx. Xxxxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: 10 3/4[8.15% Senior Notes due 2009 December 15, 2005] [8.80% Notes due December 15, ----------------------------------------------------------------- 2008] of Exodus CommunicationsThe Gap, Inc. (the "Securities") ------------------------------------------------- ----------------------------------------- Reference is made to the Indenture, dated as of December 1November 21, 1999 2001 (the "Indenture"), between Exodus CommunicationsThe Gap, Inc. (the "IssuerCompany") and Chase Manhattan The Bank and Trust Company, National Associationof New York, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] $ principal amount of ------------- Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ --------------------------- CERTIFICATE No(s). _____________________ --------------------- The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". ." If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:.

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (Aa) the transfer is occurring (i) occurring after a holding period of at least [date one year (computed in accordance with paragraph (d) after original issue date of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer or from an affiliate relevant series of the Issuer, whichever is later, Bonds] and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (ib) the transfer is occurring after a holding period of at least [date two years has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate after original issue date of the Issuer, whichever is later, relevant series of Bonds] and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesRepublic. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Republic and the Initial PurchasersTrustee. Dated: (Print the name of the Undersignedundersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- EXHIBIT C – Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(22.6(b)(ii), (iii), (iv) and (v) of the Indenture) Chase Manhattan To: The Bank and Trust Companyof New York, National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration Re: 10 3/4% Senior Notes due 2009 of Exodus Communications, Inc. (the "Securities") ------------------------------------------------- as Trustee Reference is made to the Indenture, dated as of December 1May 11, 1999 2005, (the "“Indenture"”), between Exodus Communications, Inc. the Dominican Republic (the "Issuer"“Republic”) and Chase Manhattan The Bank and Trust Company, National Associationof New York, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "“Securities Act"”) are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] US$ principal amount of SecuritiesBonds, which are evidenced by the following certificate(s) (the "“Specified Securities"Bonds”): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned"“undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Bonds or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Bonds and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "“Owner"”. If the Specified Securities Bonds are represented by a Global SecurityBond, they are held through the Depositary DTC or an Agent Member in the name of the Undersignedundersigned, as or on behalf of the Owner. If the Specified Securities Bonds are not represented by a Global SecurityBond, they are registered in the name of the Undersignedundersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Bonds be transferred to a person (the "“Transferee"”) who will shall take delivery in the form of a Restricted Security or an interest in a Restricted Global SecurityBond. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Trust or the Depositor or from an affiliate of the IssuerTrust or the Depositor, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two three years has elapsed since the Specified Securities were last acquired from the Issuer Trust or the Depositor or from an affiliate of the IssuerTrust or the Depositor, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) Trust or the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesDepositor. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Depositor, the Trust and the Initial PurchasersPurchaser. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B EXHIBIT G -- Form of Restricted Securities Regulation S Certificate RESTRICTED SECURITIES REGULATION S CERTIFICATE (For transfers pursuant to Section 306(b)(2) ss. 5.4 of the IndentureTrust Agreement) Chase Manhattan Bank and Wilmington Trust Company, National Association 000 Xxxxxxxxxx Xxxxxxas Security Registrar Rodney Square North 1100 North Market Street Wilmington, Delawxxx 00890-0001 Attexxxxx: Xxxxxxxxx Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration Xxxxxxxxxxxxxx Re: 10 3/47.85% Senior Notes due 2009 Capital Securities of Exodus Communications, Inc. First Union Institutional Capital II (the "Trust") (the "Capital Securities") ------------------------------------------------- Reference is made to the IndentureAmended and Restated Trust Agreement, dated as of December 1January 6, 1999 1997 (as amended from time to time, the "Trust Agreement"), entered among First Union Corporation, as Depositor (the "IndentureDepositor"), between Exodus Communications, Inc. (the "Issuer") and Chase Manhattan Bank and Wilmington Trust Company, National Associationas Property Trustee, Wilmington Trust Company, as Delaware Trustee, and the holders from time to time of undivided beneficial interests in the assets of the Trust. Terms used herein and defined in the Indenture Trust Agreement or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] _ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global SecurityCapital Securities Certificate, they are held through the Depositary Clearing Agency or an Agent Member a Clearing Agency Participant in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global SecurityCapital Securities Certificate, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Regulation S Capital Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A 904 or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Partnership or from an affiliate Affiliate of the IssuerPartnership, whichever is later, and is being effected in accordance with the applicable amountvolume, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Issuer Partnership or from an affiliate Affiliate of the IssuerPartnership, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate Affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesPartnership. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Partnership, the Guarantors (if any) and the Initial Purchasers. Dated: ------------------------------------------- (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : ------------------------------------------ Name: Title: (If the Undersigned is a corporation, partnership partnership, limited liability company or fiduciary, the title of the person Person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate C FORM OF RESTRICTED SECURITIES CERTIFICATE RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2Sections 305(b)(ii), (iii) and (v) of the below-referenced Indenture) Chase Manhattan Bank and Trust CompanyFirst Union National Bank, National Association 000 Xxxxxxxxxx as Trustee 40 Bxxxx Xxxxxx, Xxxxx 0000 000 Xxx XxxxxxxxxXxxx, Xxxxxxxxxx XX 00000 AttentionXxxention: Corporate Trust Administration Re: 10 3/4% [Floating Rate/8%] Senior Notes due 2009 [2002/2005] of Exodus CommunicationsKindxx Xxxxxx Xxxrgy Partners, Inc. L.P. (the "Securities") ------------------------------------------------- Reference is made to the Indenture, dated as of December 1March 22, 1999 2000 (the "Indenture"), between Exodus CommunicationsKindxx Xxxxxx Xxxrgy Partners, Inc. L.P. (the "IssuerPartnership") ), and Chase Manhattan Bank and Trust Company, First Union National AssociationBank, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "Securities Act") ), are used herein as therein so defined. This certificate relates to [U.S. $_____________][Euro_____________] _ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ -------------------------------- CERTIFICATE No(s). _____________________ -------------------------- The person Person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". ." If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person Person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: ____________________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_________________________________________________ * Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B C -- Form of Restricted Unrestricted Securities Certificate RESTRICTED UNRESTRICTED SECURITIES CERTIFICATE (For transfers removal of Securities Act Legends pursuant to Section 306(b)(2(S) of the Indenture306(c)) Chase Manhattan Bank and Bankers Trust CompanyCompany Four Albany Street 4th Floor New York, National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration New York 10006 Re: 10 3/4___% Senior Subordinated Notes due 2009 ___, 2008 of Exodus Communications, Inc. Loews Cineplex Entertainment Corporation (the "Securities") ------------------------------------------------- ---------------------------------- Reference is made to the Indenture, dated as of December 1August ___, 1999 1998 (the "Indenture"), between Exodus Communications, Inc. from Loews Cineplex Entertainment Corporation (the "IssuerCompany") ), and Chase Manhattan Bank and Bankers Trust Company, National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] _ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred exchanged for Securities bearing no Securities Act Legend pursuant to a person (Section 306(c) of the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global SecurityIndenture. In connection with such transferexchange, the Owner hereby certifies thatthat the exchange is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, unless such transfer whichever is being effected pursuant to an effective registration statement under the Securities Actlater, (i) and the Owner is not, and during the preceding three months has not a U.S. Person (as defined in been, an affiliate of the Indenture) and (ii) such transfer is being effected in accordance Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. AccordinglyThis certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: __________________________________ (Print the name of the Undersigned, as such term is defined in the Owner hereby further certifies as follows:second paragraph of this certificate.)

Rule 144 Transfers. If the transfer is being effected ------------------ pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:__________: ___________________________________ * Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED EXHIBIT D UNRESTRICTED SECURITIES CERTIFICATE (For transfers removal of Securities Act Legends pursuant to Section 306(b)(2(S) of the Indenture2.15(b)) Chase Manhattan Bank and Trust Company, National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxxx Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration Re: 10 3/41/2% Senior Notes due 2009 2008 of Exodus Communications, Inc. American Cellular Corporation (the "Securities") ------------------------------------------------- Reference is made to the Indenture, dated as of December 1May 13, 1999 1998 (the "Indenture"), between Exodus CommunicationsAmerican Cellular Corporation, Inc. a Delaware corporation (the "IssuerCompany") ), and Chase Manhattan Bank and Trust Company, National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $US$_____________][Euro_____________] _ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). ______________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred exchanged for Securities bearing no Private Placement Legend pursuant to a person (Section 2.15(b) of the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global SecurityIndenture. In connection with such transferexchange, the Owner hereby certifies thatthat the exchange is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, unless such transfer whichever is being effected pursuant to an effective registration statement under the Securities Actlater, (i) and the Owner is not, and during the preceding three months has not a U.S. Person (as defined in been, an affiliate of the Indenture) and (ii) such transfer is being effected in accordance Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. AccordinglyThis certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the Owner hereby further certifies as follows:second paragraph of this certificate.)

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the ================================================================================ Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : -------------------------------------------------- Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ================================================================================ ANNEX B -- - Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2.3.05(b)(ii), (iii), (iv) and (v) of the Indenture) Chase Manhattan The Bank and Trust Companyof New York, National Association 000 Xxxxxxxxxx as Trustee 00 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration Xxxxx. Xxxxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: 10 3/4[8.15% Senior Notes due 2009 December 15, 2005] [8.80% Notes due December 15, ----------------------------------------------------------------- 2008] of Exodus CommunicationsThe Gap, Inc. (the "Securities") ------------------------------------------------- ----------------------------------------- Reference is made to the Indenture, dated as of December 1November 21, 1999 2001 (the "Indenture"), between Exodus CommunicationsThe Gap, Inc. (the "IssuerCompany") and Chase Manhattan The Bank and Trust Company, National Associationof New York, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] $ principal amount of ------------- Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ --------------------------- CERTIFICATE No(s). _____________________ --------------------- The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". ." If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and ================================================================================ all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years one year has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) of the Indenture) Chase Manhattan Bank and Trust Company, National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration [TRUSTEE INFORMATION] Re: 10 3/45.75% Senior Subordinated Notes due 2009 2022 of Exodus CommunicationsPenske Automotive Group, Inc. (the "“Securities"”) ------------------------------------------------- Reference is made to the Indenture, dated as of December 1August 28, 1999 2012 (the "“Indenture"”), between Exodus Communicationsamong Penske Automotive Group, Inc. Inc., a Delaware corporation (the "Issuer") “Company”), the Guarantors and Chase Manhattan The Bank and of New York Mellon Trust Company, National AssociationN.A., as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the "“Securities Act"”) are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] US$ principal amount of Securities, which are evidenced by the following certificate(s) (the "“Specified Securities"”): CUSIP No(s). ___________________________ ISIN No(s), . If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "“Undersigned"”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "“Owner". If the .” The Specified Securities are represented by a Global Security, they Security and are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "“Transferee"”) who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) , the transfer is occurring (i) after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer or from an affiliate of the Issuer, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (i) after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities Notes are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United Statesa transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: (Print the name of the Undersignedundersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned undersigned must be stated.) * Signature The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note (or the portion thereof specified below), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, , at (please print or typewrite name and address of the undersigned). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed will be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, Xxxxx Fargo Bank — DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx. If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount must be guaranteed by $2,000 or an eligible Guarantor Institution integral multiple of $1,000 in excess thereof) which the Holder elects to have repurchased: $ . Name: Address: Telephone Number: Date: The undersigned, , being the of (banks, stockbrokers, savings the “Company”) does hereby certify that the individuals listed below are qualified and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) acting officers of the Indenture) Chase Manhattan Bank Company as set forth in the adjacent right column opposite their respective names and Trust Companythe signatures appearing in the far right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, Xxxxx Fargo Bank, National Association 000 Xxxxxxxxxx XxxxxxAssociation, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration Re: 10 3/4% Senior Notes due 2009 of Exodus Communications, Inc. (as Trustee under the "Securities") ------------------------------------------------- Reference is made to the Indenture, Indenture dated as of December 1, 1999 (2009 , among the "Indenture")Company, between Exodus Communications, Inc. (the "Issuer") Guarantors and Chase Manhattan Bank and Trust CompanyXxxxx Fargo Bank, National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:Name Title Signature

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer or from an affiliate of the Issuer, whichever is later, — [insert date six months after Issue Date] and is being effected in accordance with the applicable amount, manner of sale amount and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later— [insert date six months after Issue Date], and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasersinitial purchasers of the specified Notes. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) of the Indenture) Chase Manhattan Bank and Trust Company, National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 AttentionSIGNATURE GUARANTEE: Corporate Trust Administration Re: 10 3/4% Senior Notes due 2009 of Exodus Communications, Inc. (the "Securities") ------------------------------------------------- Reference is made to the Indenture, dated as of December 1, 1999 (the "Indenture"), between Exodus Communications, Inc. (the "Issuer") and Chase Manhattan Bank and Trust Company, National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Deutsche Bank Trust Company AmericasTrust & Securities Services 00 Xxxx Xxxxxx, Xxxxxxxx XXX00-2710 New York, New York 10005 Attn: Corporates Team Deal Manager Re: Class [A/B/C] 3% Convertible Senior Notes due 2010 (the “Notes”) Reference is made to the Indenture, dated — (the “Indenture”), between GCL Silicon Technology Holdings Inc. (the “Company”) and Deutsche Bank Trust Company Americas as Trustee. Terms used herein and defined in the Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) are used herein as so defined. This certificate relates to $ principal amount of Notes, which are evidenced by the following certificate(s) (the “Specified Notes”): CUSIP No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "“Undersigned"”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or Notes, (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do soso or (iii) it is the Holder of a Global Note and has received a certification to the effect set forth below. Such beneficial owner or owners are referred to herein collectively as the "“Owner"”. If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person (the "“Transferee"”) who will take delivery in the form of a Restricted Security or an interest in a Restricted Global SecurityNote. In connection with such transfer, the Owner hereby certifies or has certified that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsor has certified that:

Rule 144 Transfers. If the transfer is being effected ------------------ pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities Notes were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities Notes were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: ______________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Notes Certificate RESTRICTED SECURITIES NOTES CERTIFICATE (For transfers pursuant to Section 306(b)(2(S) 2.08(b)(ii), (iii), (iv) and (v) of the Indenture) Chase Manhattan Bank and United States Trust CompanyCompany of New York, National Association as Trustee 000 Xxxxxxxxxx XxxxxxXxxx 00xx Xxxxxx Xxx Xxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx Xxxx 00000 Attention: Corporate Trust Administration Re: 10 3/49 1/2% Senior Notes due 2009 November 1, 2008 of Exodus Communications, Inc. McLeodUSA Incorporated (the "SecuritiesNotes") ------------------------------------------------- ---------------------------------------------- Reference is made to the Indenture, dated as of December 1October 30, 1999 1998 (the "Indenture"), between Exodus Communications, Inc. McLeodUSA Incorporated (the "IssuerCompany") and Chase Manhattan Bank and United States Trust Company, National AssociationCompany of New York, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] _ principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the "Specified SecuritiesNotes"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years one year has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) of the Indenture) Chase Manhattan Bank and Trust Company, National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration [TRUSTEE INFORMATION] Re: 10 3/45.75% Senior Subordinated Notes due 2009 2022 of Exodus CommunicationsPenske Automotive Group, Inc. (the "“Securities"”) ------------------------------------------------- Reference is made to the Indenture, dated as of December 1August 28, 1999 2012 (the "“Indenture"”), between Exodus Communicationsamong Penske Automotive Group, Inc. Inc., a Delaware corporation (the "Issuer") “Company”), the Guarantors and Chase Manhattan The Bank and of New York Mellon Trust Company, National AssociationN.A., as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the "“Securities Act"”) are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] US$ principal amount of Securities, which are evidenced by the following certificate(s) (the "“Specified Securities"”): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "“Undersigned"”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "“Owner". .” If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred exchanged for Securities bearing no Private Placement Legend pursuant to a person (Section 307(b) of the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global SecurityIndenture. In connection with such transferexchange, the Owner hereby certifies thatthat the exchange is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, unless such transfer whichever is being effected pursuant to an effective registration statement under the Securities Actlater, (i) and the Owner is not, and during the preceding three months has not a U.S. Person (as defined in been, an affiliate of the Indenture) and (ii) such transfer is being effected in accordance Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. AccordinglyThis certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the Owner hereby further certifies title of the person signing on behalf of the Undersigned must be stated.) Supplemental Indenture (this “Supplemental Indenture”), dated as follows:of , among Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantor[s] set forth on the signature page hereto ([each a][the] “Guarantor” [and collectively, the “Guarantors”]) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer or from an affiliate of the IssuerOctober 25, whichever is later, 2011 and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the IssuerOctober 25, whichever is later2012, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Initial PurchasersCompany. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form The Bank of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) of the Indenture) Chase Manhattan Bank and Trust Company, National Association New York Mellon 000 Xxxxxxxxxx Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxxxxxxFloor 4 East New York, Xxxxxxxxxx 00000 AttentionNew York 10286 Attn: Corporate Trust Administration Administration—Global Finance Unit Re: 10 3/4U.S. [·] 9.75% Senior Notes due 2009 of Exodus Communications, Inc. 2022 (the "Securities"Notes) ------------------------------------------------- Reference is made to the Indenture, dated as of December 1October 25, 1999 2010 (the "Indenture"), between Exodus Communications, Inc. (the "Issuer") Company and Chase Manhattan The Bank and Trust Company, National Associationof New York Mellon, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] $ principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the "Specified Securities"Notes): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or Notes, (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do soso or (iii) it is the Holder of a Global Note and has received a certification to the effect set forth below. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global SecurityNote. In connection with such transfer, the Owner hereby certifies or has certified that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsor has certified that:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from an Issuer the Depositor or the Trust or from an affiliate (as such term is defined in Rule 144) of the IssuerDepositor or the Trust, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; or (iB) the transfer is occurring after a holding period of at least two three years has elapsed since the date the Specified Securities were last acquired from the Issuer Depositor or the Trust or from an affiliate (as such term is defined in Rule 144) of the IssuerDepositor or the Trust, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) Depositor or the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesTrust. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Depositor, the Trust and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B EXHIBIT G -- Form of Restricted Unrestricted Securities Certificate RESTRICTED UNRESTRICTED SECURITIES CERTIFICATE (For transfers removal of Restricted Capital Securities Legends pursuant to Section 306(b)(2ss. 5.5(c) of the IndentureTrust Agreement) Chase Manhattan Bank and Trust Company[-------------------------], National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration as Security Registrar [address] Re: 10 3/48 1/2% Senior Notes due 2009 Capital Securities, Series A of Exodus Communications, Inc. USF&G Capital I (the "Trust") (the "Capital Securities") ------------------------------------------------- Reference is made to the IndentureAmended and Restated Trust Agreement, dated as of December 124, 1999 1996 (the "IndentureTrust Agreement"), between Exodus Communications, Inc. (the "Issuer") and Chase Manhattan Bank and Trust Company, National Associationamong USF&G Corporation, as Depositor, The Bank of New York, as Property Trustee, and The Bank of New York (Delaware), as Delaware Trustee. Terms used herein and defined in the Indenture Trust Agreement or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] principal amount _ aggregate Liquidation Amount of Capital Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:_

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: ____________________________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_________________________________________________ * Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2(S) 306(b)(ii) of the Indenture) Chase Manhattan Bank and Bankers Trust CompanyCompany Four Albany Street 4th Floor New York, National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration New York 10006 Re: 10 3/4___% Senior Notes due 2009 ___, 2008 of Exodus Communications, Inc. Loews Cineplex Entertainment Corporation (the "Securities") ------------------------------------------------- ------------------------------- Reference is made to the Indenture, dated as of December 1August ___, 1999 1998 (the "Indenture"), between Exodus Communications, Inc. from Loews Cineplex Entertainment Corporation (the "Issuer") and Chase Manhattan Bank and Company")and Bankers Trust Company, National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] _ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Partnership or from an affiliate Affiliate of the IssuerPartnership, whichever is later, and is being effected in accordance with the applicable amountvolume, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Issuer Partnership or from an affiliate Affiliate of the IssuerPartnership, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate Affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesPartnership. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Partnership, the Guarantors (if any) and the Initial PurchasersPurchaser. Dated: --------------------------------------- (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : ------------------------------------ Name: Title: (If the Undersigned is a corporation, partnership partnership, limited liability company or fiduciary, the title of the person Person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. 91 ANNEX B -- Form of Restricted Securities Certificate C FORM OF RESTRICTED SECURITIES CERTIFICATE RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2Sections 305(b)(ii), (iii) and (v) of the below-referenced Indenture) Chase Manhattan Bank and Trust CompanyFirst Union National Bank, National Association 000 Xxxxxxxxxx as Trustee 40 Bxxxx Xxxxxx, Xxxxx 0000 000 Xxx XxxxxxxxxXxxx, Xxxxxxxxxx XX 00000 AttentionXxxention: Corporate Trust Administration Re: 10 3/47.50% Senior Notes due 2009 2010 of Exodus CommunicationsKindxx Xxxxxx Xxxrgy Partners, Inc. L.P. (the "Securities") ------------------------------------------------- Reference is made to the Indenture, dated as of December 1November 8, 1999 2000 (the "Indenture"), between Exodus CommunicationsKindxx Xxxxxx Xxxrgy Partners, Inc. L.P. (the "IssuerPartnership") ), and Chase Manhattan Bank and Trust Company, First Union National AssociationBank, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "Securities Act") ), are used herein as therein so defined. This certificate relates to [U.S. $_____________][Euro_____________] _ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ -------------------------------- CERTIFICATE No(s). _____________________ -------------------------- The person Person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". ." If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person Person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 92 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) a. the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer or from an affiliate of the Issuer, whichever is later, 20 and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (i) b. the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, 20 and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) Company or the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws Guarantor. To: The Bank of all applicable states of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) of the Indenture) Chase Manhattan Bank and New York Mellon Trust Company, National Association 000 Xxxxxxxxxx XxxxxxN. A., Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration as Trustee Re: 10 3/4% Senior Notes due 2009 of Exodus Communications, GFI Group Inc. – (the "“Securities"”) ------------------------------------------------- Reference is made to the Indenture, dated as of December 1July 19, 1999 2011 (the "“Indenture"”), between Exodus Communications, among GFI Group Inc. (the "Issuer"“Company”) and Chase Manhattan The Bank and of New York Mellon Trust Company, National AssociationN. A., as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "“Securities Act"”) are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] U.S.$ principal amount of Securities, which are evidenced by the following certificate(s) (the "“Specified Securities"”): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned"“undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "“Owner"”. If the Specified Securities are represented by a Global global Security, they are held through the Depositary Depository or an Agent Member in the name of the Undersignedundersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "“Transferee"”) who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Rule 144A Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year two years (computed in accordance with paragraph (d) of Rule 144) has elapsed lapsed since the Specified Securities were last acquired from an Issuer the Trust or from an affiliate of the IssuerTrust, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two three years has elapsed since the Specified Securities were last acquired from the Issuer Trust or from an affiliate of the IssuerTrust, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesTrust. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Trust and the Initial Purchasers. Dated: ___________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.certif- icate) By:_____________________________________________ * : Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B EXHIBIT F -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2Sections 5.4(b)(ii), (iii), (iv) and (v) of the IndentureTrust Agreement) Chase Manhattan Bank and Trust Company, National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 [Property Trustee] Attention: Corporate Trust Administration Department Re: 10 6 3/4% Senior Notes due 2009 Convertible Quarterly Income Preferred Securities of Exodus Communications, Inc. Host Marriott Financial Trust (the "Securities") ------------------------------------------------- ------------------------------------------ Reference is made to the IndentureAmended and Restated Trust Agreement, dated as of December 12, 1999 1996 (the "IndentureTrust Agreement"), between Exodus Communications, Inc. among Host Marriott Corporation (the "IssuerCompany") and Chase Manhattan ), IBJ Xxxxxxxx Bank and & Trust Company, National AssociationDelaware Trust Capital Management, as TrusteeInc. and the Administrative Trustees named therein. Terms used herein and defined in the Indenture Trust Agreement or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] principal amount _ shares of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person Person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global SecurityCertificate, they are held through the Depositary Clearing Agency or an Agent Member partic- ipant in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global SecurityCertificate, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: _____________________________ (Print the name of the Undersigned, as such term is defined in the second third paragraph of this certificate.) By:: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) 104 EXHIBIT B UNRESTRICTED SECURITIES CERTIFICATE (For removal of Securities Act Legends pursuant to (S) 307(b)) -------------------------------------- --------------------------------- ------------------------- Re: ______% Subordinated Debentures due 2010 of Concentric Network Corporation (the "Securities") ------------------------------------------------ Reference is made to the Indenture, dated as of ___________, ____ (the "Indenture"), among Concentric Network Corporation (the "Company") and _____________________________________________ * Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) of the Indenture) Chase Manhattan Bank and Trust Company, National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration Re: 10 3/4% Senior Notes due 2009 of Exodus Communications, Inc. (the "Securities") ------------------------------------------------- Reference is made to the Indenture, dated as of December 1, 1999 (the "Indenture"), between Exodus Communications, Inc. (the "Issuer") and Chase Manhattan Bank and Trust Company, National Association_________________, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $US$_____________][Euro_____________] _ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred exchanged for Securities bearing no Private Placement Legend pursuant to a person (Section 307(b) of the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global SecurityIndenture. In connection with such transferexchange, the Owner hereby certifies thatthat the exchange is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, unless such transfer whichever is being effected pursuant to an effective registration statement under the Securities Actlater, (i) and the Owner is not, and during the preceding three months has not a U.S. Person (as defined in been, an affiliate of the Indenture) and (ii) such transfer is being effected in accordance Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly105 This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: _____________________________ (Print the name of the Undersigned, as such term is defined in the third paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the Owner title of the person signing on behalf of the Undersigned must be stated.) 106 APPENDIX I [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby further certifies sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. ----------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print or typewrite name and address including zip code of assignee) -------------------------------------------------------------------------------- the within Security and all rights thereunder, hereby irrevocably constituting and appointing -------------------------------------------------------------------------------- attorney to transfer such Security on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES FOR SERIES A SECURITIES EXCEPT PERMANENT OFFSHORE PHYSICAL CERTIFICATES] In connection with any transfer of this Security occurring prior to the date which is the earlier of the date of an effective Registration Statement or ___________, ____, the undersigned confirms that without utilizing any general solicitation or general advertising that: [Check One] (a) this Security is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as follows:amended, provided by Rule 144A thereunder. or (b) this Security is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture.

Rule 144 Transfers. If the transfer is being effected pursuant ------------------ to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unionsstated.) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2(S) 305(b)(ii), (iii), (iv) and (v) of the Indenture) Chase Manhattan The Bank and Trust Companyof New York, National Association as Trustee 000 Xxxxxxxxxx XxxxxxXxxxxxx Xx., Xxxxx 0000 Xxx Xxxxxxxxx21W New York, Xxxxxxxxxx 00000 NY 10286 Attention: Corporate Trust Administration Re: 10 3/412 7/8% Senior Notes due 2009 2010 of Exodus CommunicationsNorthPoint Communications Group, Inc. (the "Securities") ------------------------------------------------- ------------------------------------- Reference is made to the Indenture, dated as of December 1February 8, 1999 2000 (the "Indenture"), between Exodus CommunicationsNorthPoint Communications Group, Inc. (the "IssuerCompany") and Chase Manhattan The Bank and Trust Company, National Associationof New York, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] _ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least [date one year (computed in accordance with paragraph (d) after the latest date of Rule 144) has elapsed since issuance of any of the Specified Securities were last acquired from an Issuer or from an affiliate of the Issuer, whichever is later, Securities] and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least [date two years has elapsed since after the latest date of issuance of any of the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, Securities] and the Owner is not, and during the preceding three months has not been, an affiliate Affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial PurchasersPurchasers under the Purchase Agreement. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) of the Indenture) Chase Manhattan Xxxxx Fargo Bank and Trust CompanyMinnesota, National Association Corporate Trust Sixth Street and Marquette Avenue MAC X0000-000 Xxxxxxxxxx XxxxxxXxxxxxxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx XX 00000 Attention: Corporate Trust Administration Re: 10 3/4% Senior Notes due 2009 of Exodus Communications, Inc. (the "Securities") ------------------------------------------------- Huntsman Administrator Reference is hereby made to the Indenture, dated as of December 1June 30, 1999 2003 between the Company, the Guarantors named therein and Xxxxx Fargo Bank Minnesota, National Association, as trustee, (the "Indenture"), between Exodus Communications, Inc. (the "Issuer") and Chase Manhattan Bank and Trust Company, National Association, as Trustee. Terms used but not defined herein and defined in the Indenture or in Rule 144A or Rule 144 Regulation S under the U.S. Securities Act of 1933 (the "Securities Act") are used herein or in the Indenture shall have the meanings given to them in Regulation S or the Indenture, as so definedthe case may be. This certificate relates to [U.S. $_____________][Euro_____________] U.S.$ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP [CUSIP][CINS][ISIN] No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the appropriate Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a the Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) that such transfer is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows: (1) the Specified Securities are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a "qualified institutional buyer" within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and (2) the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with the transfer. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers under the Purchase Agreement. (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) Xxxxx Fargo Bank Minnesota, National Association Corporate Trust Sixth Street and Marquette Avenue MAC X0000-000 Xxxxxxxxxxx, XX 00000 Attention: Huntsman Administrator Ladies and Gentlemen: Reference is hereby made to the Indenture, dated as of June 30, 2003 between the Company, the Guarantors named therein and Xxxxx Fargo Bank Minnesota, National Association, as trustee (the "Indenture"). Terms used but not defined herein have the meanings given to them in the Indenture. This certificate relates to $ principal amount of Securities, which are evidenced by the following certificate(s): We understand that the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be sold except as permitted in the following sentence. We understand and agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, (x) that such Securities are being offered only in a transaction not involving any public offering within two years after the date of the original issuance of the Securities or if within three months after we cease to be an affiliate (within the meaning of Rule 144 under the Securities Act) of the Company, such Securities may be resold, pledged or transferred only (i) to the Company, (ii) so long as the Securities are eligible for resale pursuant to Rule 144A under the Securities Act ("Rule 144A"), to a person who we reasonably believe is a "qualified institution buyer" (as defined in Rule 144A) ("QIB") that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A (as indicated by the box checked by the transferor on the Certificate of Transfer on the reverse of the certificate for the Securities), (iii) in an offshore transaction in accordance with Regulation S under the Securities Act (as indicated by the box checked by the transferor on the Certificate of Transfer on the reverse of the Note if the Note is not in book-entry form), and, if such transfer is being effected by certain transferors prior to the expiration of the "40-day distribution compliance period" (within the meaning of Rule 903(b)(2) of Regulation S under the Securities Act), a certificate that may be obtained from the Trustee is delivered by the transferee, (iv) to an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (as indicated by the box checked by the transferor on the Certificate of Transfer on the reverse of the certificate for the Securities) which has certified to the Company and the Trustee for the Securities that it is such an accredited investor and is acquiring the Securities for investment purposes and not for distribution (provided that no Securities purchased from a foreign purchaser or from any person other than a QIB or an institutional accredited investor pursuant to this clause (iii) shall be permitted to transfer any Securities so purchased to an institutional accredited investor pursuant to this clause (iv) prior to the expiration of the "applicable restricted period" (within the meaning of Regulation S under the Securities Act), (v) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act, or (vi) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States, and we will notify any purchaser of the Securities from us of the above resale restriction, if then applicable. We further understand that in connection with any transfer of the Securities by us that the Company and the Trustee for the Securities may request, and if so requested we will furnish, such certificates, legal opinions and other information as they may reasonably require to confirm that any such transfer complies with the foregoing restrictions. We are able to fend for ourselves in the transactions contemplated by this Offering Circular, we have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Securities, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment and can afford the complete loss of such investment. We understand that the Company and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and we agree that if any of the acknowledgments, representations and warranties deemed to have been made by us by our purchase of Securities, for our own account or of one or more accounts as to each of which we exercise sole investment discretion, are no longer accurate, we shall promptly notify the Company. We are acquiring the Securities purchased by us for investment purposes and not for distribution of our own account or for one or more accounts as to each of which we exercise sole investment discretion and we are or such account is an institutional "accredited investor" (as defined in rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act). You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, (Name of Purchaser) By: Date: For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other obligations of the Company under the Indenture (as defined below) or the Notes, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article Ten of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article Ten of the Indenture and its terms shall be evidenced therein. The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of June 30, 2003, among HUNTSMAN ADVANCED MATERIALS LLC, as issuer (the "Company"), each of the Guarantors named therein and Xxxxx Fargo Bank Minnesota, National Association, as trustee (the "Trustee"), as amended or supplemented (the "Indenture"). The obligations of the undersigned to the Holders of Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture (including, without limitation, the applicable limitations on this Guarantee as set forth in Section 10.02 of the Indenture) and reference is hereby made to the Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. [The obligations and liabilities of any Guarantor incorporated, organized or formed, as the case may be, under the laws of Spain shall not include any liability to the extent it would result in its guarantee constituting unlawful financial assistance within the meaning of Article 40.5 of Limited Liability Companies Law.](1) (1) To be included in any Guarantee executed by a Guarantor incorporated, organized or formed under the laws of Spain. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS. The undersigned Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture.

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (Aa) the transfer is occurring (i) occurring after a holding period of at least [date one year (computed in accordance with paragraph (d) after original issue date of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer or from an affiliate relevant Series of the Issuer, whichever is later, Bonds] and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (ib) the transfer is occurring after a holding period of at least [date two years has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate after original issue date of the Issuer, whichever is later, relevant Series of Bonds] and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesRepublic. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Initial PurchasersRepublic. Dated: (Print the name of the Undersignedundersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banksTo: The Bank of New York Mellon, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) of the Indenture) Chase Manhattan Bank and Trust Company, National Association 000 Xxxxxxxxxx as Trustee 100 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxxxxxxFloor 7E New York, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration NY 10286 Re: 10 3/4% Senior Notes due 2009 [Title of Exodus Communications, Inc. (the "Securities") ------------------------------------------------- Series of Bonds] Reference is made to the Indenture, dated as of December 1April 22, 1999 2016, (the "“Indenture"”), between Exodus Communications, Inc. The Republic of Argentina (the "Issuer"“Republic”) and Chase Manhattan The Bank and Trust Company, National Associationof New York Mellon, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "“Securities Act"”) are used herein as so defined. This certificate relates to [U.S. $US$_____________][Euro_____________] _ principal amount of SecuritiesBonds, which are evidenced by the following certificate(s) (the "“Specified Securities"Bonds”): [CUSIP No(s). ___________________________ ] [ISIN No(s), If any. ____________________ _______] [CERTIFICATE No(s). _____________________ ] The person Person in whose name this certificate is executed below (the "Undersigned"“undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Bonds or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Bonds and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "“Owner"”. If the Specified Securities Bonds are represented by a Global SecurityBond, they are held through the Depositary or an Agent Member a Participant in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersignedundersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Bonds be transferred to a person Person (the "“Transferee"”) who will shall take delivery in the form of a Restricted Security or an interest in a Restricted Global SecurityBond. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) , the transfer is occurring (i) after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer or from an affiliate of the Issuer, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (i) after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities Notes are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United Statesa transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: (Print the name of the Undersignedundersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : Name: Title: (If the Undersigned undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned undersigned must be stated) To: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee Xxxxx Fargo Bank — DAPS Reorg MAC NT303-121 000 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Telephone No.: (000) * Signature must be guaranteed by an eligible Guarantor Institution 000-0000 Fax No.: (banks, stockbrokers, savings and loan associations and credit unions000) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED SECURITIES CERTIFICATE (For transfers pursuant to Section 306(b)(2) of the Indenture) Chase Manhattan Bank and Trust Company, National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000-0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 AttentionEmail: Corporate Trust Administration XXXXXxxxx@xxxxxxxxxx.xxx Re: 10 3/4Acuity Brands Lighting, Inc. — [________]% Senior Notes due 2009 of Exodus Communications, Inc. 2019 (the "Securities"“Notes”) ------------------------------------------------- Reference is made to the Indenture, dated as of December 1, 1999 2009, (the "“Indenture"”), between Exodus Communicationsamong Acuity Brands Lighting, Inc. (the "Issuer") “Company”), the Guarantors and Chase Manhattan Bank and Trust CompanyXxxxx Fargo Bank, National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "“Securities Act"”) are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] US$ principal amount of SecuritiesNotes, which are evidenced by the following certificate(s) (the "“Specified Securities"Notes”): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ [ ] CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned"“undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "“Owner"”. If the Specified Securities Notes are represented by a Global SecurityNote, they are held through the Depositary DTC or an Agent Member in the name of the Undersignedundersigned, as or on behalf of the Owner. If the Specified Securities Notes are not represented by a Global SecurityNote, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities Notes be transferred to a person (the "“Transferee"”) who will take delivery in the form of a Restricted Security or an interest in a Restricted Global SecurityRule 144A Note. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and with all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as followsas:

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from an Issuer the Depositor or the Trust or from an affiliate (as such term is defined in Rule 144) of the IssuerDepositor or the Trust, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years three years, or such shorter period as may be required under applicable law, has elapsed since the date the Specified Securities were last acquired from the Issuer Depositor or the Trust or from an affiliate (as such term is defined in Rule 144) of the IssuerDepositor or the Trust, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) Depositor or the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesTrust. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Depositor, the Trust and the Initial PurchasersPurchaser. Dated: ----------------------------------------------------- (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * By ------------------------------------------------ Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B EXHIBIT G -- Form of Restricted Securities Certificate RESTRICTED FORM OF UNRESTRICTED SECURITIES CERTIFICATE UNRESTRICTED SECURITIES CERTIFICATE (For transfers removal of Restricted Capital Securities Legends pursuant to Section 306(b)(2(S) 5.5(c) of the IndentureTrust Agreement) Chase Manhattan Bank and Trust Company[_________________________], National Association 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration as Security Registrar [address] Re: 10 3/48.309% Senior Notes due 2009 Capital Securities, Series A of Exodus Communications, Inc. PMI Capital I (the "Trust") (the "Capital Securities") ------------------------------------------------- --------------------------------------------------------------- Reference is made to the IndentureAmended and Restated Trust Agreement of the Trust, dated as of December 1February 4, 1999 1997 (the "IndentureTrust Agreement"), between Exodus Communicationsamong The PMI Group, Inc. (the "Issuer") and Chase Manhattan Bank and Trust Company, National AssociationInc., as Depositor, The Bank of New York, as Property Trustee, and The Bank of New York (Delaware), as Delaware Trustee. Terms used herein and defined in the Indenture Trust Agreement or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] principal amount _ aggregate Liquidation Amount of Capital Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, (i) the Owner is not a U.S. Person (as defined in the Indenture) and (ii) such transfer is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, the Owner hereby further certifies as follows:_

Rule 144 Transfers. If the transfer is being effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: --------------------------------------------------------- (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : ---------------------------------------- Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B C -- Form of Restricted Unrestricted Securities Certificate RESTRICTED 113 UNRESTRICTED SECURITIES CERTIFICATE (For transfers removal of Securities Act Legends pursuant to Section 306(b)(2305(c)) of the Indenture) Chase Manhattan Bank and U.S. Trust Company, National Association 000 Xxxxxxxxxx Association, as Trustee c/o United States Trust Company of New York 114 Xxxx 00xx Xxxxxx, 00xx Xxxxx 0000 Xxx XxxxxxxxxXxxx, Xxxxxxxxxx Xxx Xxxx 00000 AttentionXxtention: Corporate Trust Trustee Administration Re: 10 5 3/4% Senior Convertible Subordinated Notes due 2009 of Exodus XO Communications, Inc. (the "Securities") ------------------------------------------------- Reference is made to the Indenture, dated as of December 1January 12, 1999 2001 (the "Indenture"), between Exodus XO Communications, Inc. (the "IssuerCompany") and Chase Manhattan Bank and U.S. Trust Company, National AssociationCompany of Texas, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A Regulation S or Rule 144 under the U.S. Securities Act of 1933 1933, as amended (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $_____________][Euro_____________] _ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ --------------------------- CERTIFICATE No(s). _____________________ --------------------- The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred exchanged for Securities bearing no Securities Act Legend pursuant to a person (Section 305(c) of the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global SecurityIndenture. In connection with such transferexchange, the Owner hereby certifies thatthat the exchange is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, unless such transfer whichever is being effected pursuant to an effective registration statement under the Securities Actlater, (i) and the Owner is not, and during the preceding three months has not a U.S. Person (as defined in been, an affiliate of the Indenture) and (ii) such transfer is being effected in accordance Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. Accordingly, This certificate and the Owner hereby further certifies as follows:statements contained herein are made for your benefit and the benefit of the Company and the Purchasers.

Rule 144 Transfers. If the transfer is being ------------------ effected pursuant to ------------------ Rule 144: (A) the transfer is occurring (i) occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from an Issuer the Company or from an affiliate of the IssuerCompany, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or (iB) the transfer is occurring after a holding period of at least two years has elapsed since the Specified Securities were last acquired from the Issuer Company or from an affiliate of the IssuerCompany, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer; and (B) the Specified Securities are being transferred in compliance with any applicable "blue sky" securities laws of all applicable states of the United StatesCompany. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer Company and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By:_____________________________________________ * : ---------------------------------- Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) * Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. ANNEX B -- Form of Restricted Securities Certificate RESTRICTED EXHIBIT C UNRESTRICTED SECURITIES CERTIFICATE (For transfers removal of Securities Act Legends pursuant to Section 306(b)(2toss.307(b)) of the Indenture) Chase Manhattan U.S. Bank and Trust Company, National Association 000 Xxxxxxxxxx Xxxxxx100 Wall Street, Xxxxx 0000 Xxx Xxxxxxxxx20th Floor New York, Xxxxxxxxxx 00000 Attention: Corporate Trust Administration New York 10005 Re: 10 3/400% Senior Notes due 2009 of Exodus CommunicationsXxxxxx Xxxxxxxxxxxx Xxxxx xxx 0000 xx Xxxxx Xxtomotive, Inc. (the "Securities") ------------------------------------------------- ------------------ Reference is made to the Indenture, dated as of December 1November 19, 1999 2001, among Sonic Automotive, Inc., a Delaware corporation (the "IndentureCompany"), between Exodus Communications, Inc. (the "Issuer") Guarantors and Chase Manhattan U.S. Bank and Trust Company, National Association, as Trustee. Terms used herein and defined in the Indenture or in Rule 144A or Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to [U.S. $US$_____________][Euro_____________] _ principal amount of Securities, which are evidenced by the following certificate(s) (the "Specified Securities"): CUSIP No(s). ___________________________ ISIN No(s), If any. ____________________ CERTIFICATE No(s). _____________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred exchanged for Securities bearing no Private Placement Legend pursuant to a person (Section 307(b) of the "Transferee") who will take delivery in the form of a Restricted Security or an interest in a Restricted Global SecurityIndenture. In connection with such transferexchange, the Owner hereby certifies thatthat the exchange is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Company or from an affiliate of the Company, unless such transfer whichever is being effected pursuant to an effective registration statement under the Securities Actlater, (i) and the Owner is not, and during the preceding three months has not a U.S. Person (as defined in been, an affiliate of the Indenture) and (ii) such transfer is being effected in accordance Company. The Owner also acknowledges that any future transfers of the Specified Securities must comply with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States and other jurisdictions. AccordinglyThis certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: ------------------------------------- Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the Owner title of the person signing on behalf of the Undersigned must be stated.) APPENDIX I [FORM OF TRANSFER NOTICE] FOR VALUE RECEIVED the undersigned registered holder hereby further certifies sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. ---------------------------------------------- ------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print or typewrite name and address including zip code of assignee) ------------------------------------------------------------------------------ the within Security and all rights thereunder, hereby irrevocably constituting and appointing ------------------------------------------------------------------------------ attorney to transfer such Security on the books of the Company with full power of substitution in the premises. [THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES FOR SERIES C SECURITIES EXCEPT PERMANENT OFFSHORE PHYSICAL CERTIFICATES] In connection with any transfer of this Security occurring prior to the date which is the earlier of the date of an effective Registration Statement or November 19, 2001, the undersigned confirms that without utilizing any general solicitation or general advertising that: [Check One] (a) this Security is being transferred in compliance with the exemption from registration under the Securities Act of 1933, as follows:amended, provided by Rule 144A thereunder. or --------- (b) this Security is being transferred other than in accordance with (a) above and documents are being furnished which comply with the conditions of transfer set forth in this Security and the Indenture.