3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, NationalAssociation, the Trustee under the Indenture, will act as Paying Agent and Registrar. TheCompany may change any Paying Agent or Registrar without notice to any Holder. TheCompany or any of its Subsidiaries may act in any such capacity.4. INDENTURE. The Company issued this Note under an Indenture, dated as ofJune 6, 2006 (the "Original Indenture"), between the Company and the Trustee, as supplementedby the [ ] Supplemental Indenture, dated as of __________ , __________ (the "[ ] SupplementalIndenture"), between the Company and the Trustee (the Original Indenture, as so supplemented,and as the same may be amended, modified and further supplemented, the "Indenture"). Theterms of this Note include those stated in the Indenture and those made part of the Indenture byreference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). ThisNote is subject to all such terms, and Holders are referred to the Indenture and such Act for astatement of such terms. To the extent any provision of this Note conflicts with the expressprovisions of the Indenture, the provisions of the Indenture shall govern and be controlling. TheNotes are unsecured obligations of the Company[, and the series of Notes of which this Note is apart is limited to $_____ million in aggregate principal amount.] [the aggregate principal amountof the series of Notes of which this Note is a part is unlimited.]5. REDEMPTION.[Insert relevant provisions if the series of Notes is redeemable pursuant to the applicableSeries Supplemental Indenture]6. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30days but not more than 60 days before the redemption date to each Holder whose Notes are to beredeemed at its last registered address. Subject to payment by the Company of a sum sufficientto pay the amount due on redemption, interest on the Notes ceases to accrue upon the date dulyfixed for redemption of the Notes.7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes of this series areissuable only in registered form without coupons in denominations of $2,000 and integralmultiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may beexchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder,among other things, to furnish appropriate endorsements and transfer documents and theCompany may require a Holder to pay taxes and fees required by law or permitted by theIndenture. The Company need not exchange or register the transfer of any Note or portion of aNote selected for redemption, except for the unredeemed portion of any Note being redeemed inpart. Also, the Company need not exchange or register the transfer of any Notes for a period of15 days before a selection of Notes to be redeemed or during the period between a record dateand the corresponding Interest Payment Date.8. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treatedas its owner for all purposes.9. AMENDMENT, SUPPLEMENT. With the consent of the Holders of not less thana majority in aggregate principal amount of the Notes at the time Outstanding, evidenced as inthe Indenture provided, the Indenture or any supplemental indentures or the rights of the Holdersof the Notes may be modified; provided that no such modification shall (a) change the StatedA-3
Maturity of the principal of, or any installment of principal of or interest on, any Note, or reducethe principal amount thereof, or reduce the rate or extend the time of payment of interest thereon,or reduce any amount payable on the redemption thereof or impair or affect the rights of anyNoteholder to institute suit for the enforcement of any payment on or with respect to any Note orchange the place or currency of payment of principal of, or interest on, any Note, in each casewithout the consent of the Holder of each Note so affected, or (b) without the consent of theHolders of all Notes then outstanding, (i) reduce the aforesaid percentage of Notes the consent ofthe Holders of which is required for any such modification, or the percentage of Notes theconsent of Holders of which is required for any waiver provided for in the Indenture, (ii) changeany obligation of the Company to maintain an office or agency for payment of and transfer andexchange of the Notes or (iii) make certain changes to provisions relating to the waiver of pastdefaults or to the provisions for supplementing the Indenture with the consent of the Holders.10. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30 daysin the payment when due of interest on the Notes; (ii) default in payment when due of principalof or premium, if any, on the Notes when the same becomes due and payable at maturity, uponredemption or otherwise, (iii) failure by the Company for 90 days after notice to the Company bythe Trustee or the Holders of at least 25% in principal amount of the Notes then outstandingvoting as a single class to comply with certain other agreements in the Indenture or the Notes; (iv)default under certain other agreements relating to Indebtedness of the Company which defaultresults in the acceleration of such Indebtedness prior to its express maturity; (v) certain finaljudgments for the payment of money that remain undischarged for a period of 90 days; and (vi)certain events of bankruptcy or insolvency with respect to the Company. If any Event of Defaultoccurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of thethen outstanding Notes may declare the principal of all the Notes and the interest accrued thereonto be due and payable immediately. Notwithstanding the foregoing, in the case of an Event ofDefault arising from certain events of bankruptcy or insolvency, all outstanding Notes willbecome due and payable without further action or notice. Holders may not enforce the Indentureor the Notes except as provided in the Indenture. Holders of a majority in aggregate principalamount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of allof the Notes waive any past Default or Event of Default except a Default (a) in the payment ofprincipal of, premium, if any, or interest on, any of the Notes or (b) in respect of a covenant orprovision in the Indenture that cannot be modified or amended without the consent of theHolders of each Note affected. The Company is required to deliver to the Trustee annually astatement regarding compliance with the Indenture, and the Company is required upon becomingaware of any Default or Event of Default, to deliver to the Trustee a statement specifying suchDefault or Event of Default.11. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or anyother capacity, may make loans to, accept deposits from, and perform services for the Companyor its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not theTrustee.12. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporatoror stockholder of the Company, as such, shall not have any liability for any obligations of theCompany under the Notes, the Indenture or any indenture supplemental thereto or for any claimbased on, in respect of, or by reason of, such obligations or their creation. Each Holder byaccepting a Note waives and releases all such liability. The waiver and release are part of theconsideration for the issuance of the Notes.A-4