<PAGE>

                                                                     Exhibit 4.3

                                 STEELCASE INC.

                              OFFICERS' CERTIFICATE

      Gary Malburg, Vice President -- Finance Treasurer, and James P. Keane,
Senior Vice President, Chief Financial Officer, of Steelcase Inc., a Michigan
corporation (the "Company"), pursuant to Sections 2.01 and 13.06 of the
Indenture, dated as of August 7, 2006 (the "Indenture"), between the Company and
J.P. Morgan Trust Company, National Association, as Trustee (the "Trustee"),
each hereby certifies in the name of the Company as follows:

      The aforesaid officers hereby establish, pursuant to the resolutions duly
adopted by the Board of Directors of the Company or a Subcommittee thereof,
true, correct and complete copies of such resolutions certified by the Assistant
Secretary of the Company are being separately delivered on the date hereof, a
series of Securities (as that term is defined in the Indenture) to be issued
under the Indenture, which Securities shall be in the form attached hereto as
Exhibit A with such terms and in such form as determined by or pursuant to such
resolutions, as follows:

      1. The title of the Securities shall be: "6.5% Senior Notes due 2011" (the
"Notes").

      2. The aggregate principal amount of the Notes which may be authenticated
and delivered under the Indenture (except for Notes authenticated and delivered
upon registration of, transfer of, or in exchange for, or in lieu of, other
Notes pursuant to or as contemplated by Section 2.05, 2.06, 2.07, 3.03, 4.07 or
9.04 of the Indenture) shall initially be $250,000,000.

The Company may, from time to time, without the consent of the existing Holders
of the Notes, issue additional Securities having the same terms and conditions
as the Notes, except for the issue date, issue price and initial Interest
Payment Date, and any such additional Securities shall be consolidated and form
a single series with the Notes.

      3. The Stated Maturity of the Notes shall be August 15, 2011.

      4. The Notes shall bear interest from August 7, 2006 or from the most
recent Interest Payment Date (as defined below) to which interest has been paid
or duly provided for, at the rate of 6.5% per annum, payable semiannually on
February 15 and August 15 of each year (each, an "Interest Payment Date"),
commencing on February 15, 2007, to the persons in whose names the Notes are
registered on the close of business on February 1 or August 1, as the case may
be, next preceding such Interest Payment Date (each, a "Regular Record Date").

Interest on the Notes shall be computed on the basis of a 360-day year of twelve
30-day months.

<PAGE>

      5. The Notes shall be the Company's senior unsecured obligations and shall
rank equally with all existing and future unsecured and unsubordinated debt of
the Company.

      6. The principal of and interest on the Notes of such series shall be
payable at the office or agency of the Company maintained for such purpose in
the Borough of Manhattan, The City of New York; provided, however, that, at the
option of the Company, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register for such series.

      7. The Notes shall not have any provisions providing for the extension of
interest payment periods or the deferral of interest payments.

      8. The Notes shall be redeemable, in whole or in part, at the Company's
option at any time (a "Redemption Date"). The redemption price (the "Redemption
Price") will be equal to the greater of (i) 100% of the principal amount of any
Notes being redeemed; or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive of interest
accrued to the Redemption Date) discounted to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined below), plus 25 basis points. In addition, in each
case, accrued and unpaid interest, if any, will be paid to the Redemption Date.

Notwithstanding the foregoing, installments of interest on Notes that are due
and payable on Interest Payment Dates falling on or prior to a Redemption Date
will be payable on the Interest Payment Date to the registered holders as of the
close of business on the relevant record date in accordance with the Notes and
the Indenture.

The Company will mail notice of any redemption at least 30 days, but not more
than 60 days, before the Redemption Date to each registered holder of the Notes
to be redeemed. Once the notice is mailed, the Notes called for redemption will
become due and payable on the Redemption Date and at the applicable Redemption
Price, plus accrued and unpaid interest to the Redemption Date.

On and after the Redemption Date, interest will cease to accrue on the Notes or
any portion of the Notes called for redemption (unless the Company defaults in
the payment of the Redemption Price and accrued interest). On or before the
Redemption Date, the Company will deposit with a paying agent (or the Trustee)
money sufficient to pay the Redemption Price of and accrued interest on the
Notes to be redeemed on that date. If less than all of the Notes are to be
redeemed, and the Notes are Global Securities, the Notes to be redeemed will be
selected by the DTC in accordance with its standard procedures. If the Notes to
be redeemed are not Global Securities then held by the DTC, the Notes to be
redeemed will be selected by the Trustee by a method the Trustee deems to be
fair and appropriate.

                                       2

<PAGE>

As used above:

"Comparable Treasury Issue" means the United States Treasury security selected
by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt notes of comparable maturity to the remaining term of
the Notes.

"Comparable Treasury Price" means, with respect to any Redemption Date, (A) the
average of the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Trustee is provided with fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations or (C)
if only one Reference Treasury Dealer Quotation is received, such quotation.

"Reference Treasury Dealer" means (A) any of the initial purchasers (or their
respective affiliates which are Primary Treasury Dealers), and their respective
successors; provided, however, that if any of those entities ceases to be a
primary U.S. government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company will substitute for those entities another Primary
Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us.

"Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to us and the Trustee by such Reference
Treasury Dealer at 5:00 p.m. (New York City time) on the third business day
preceding such redemption date.

"Treasury Rate" means, with respect to any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.

      9. The Notes shall not be entitled to any sinking fund or analogous
provisions.

      10. Section 4.07 of the Indenture shall be applicable to the Notes.

      11. The Notes shall be issued in the form of a registered Global Security
which shall be deposited with, or on behalf of, The Depository Trust Company
("DTC"), as depositary, and registered in the name of Cede & Co., as DTC's
nominee, or shall remain in the custody of the Trustee on behalf of DTC or DTC's
nominee. Beneficial interests in the Global Security shall be represented
through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in DTC. Investors may
elect to hold interests in the Global Security through DTC, if they are
participants of DTC, or indirectly through organizations which are participants
in these systems.

                                       3

<PAGE>

      12. Principal of and interest on the Notes shall be payable in U.S.
dollars.

      13. The Notes shall not be convertible into or exchangeable for shares of
common stock, preferred stock or other securities or property of the Company.

      14. The Trustee shall initially be the Paying Agent, Transfer Agent and
Security Registrar for the Notes of such series. The Security Register for the
Notes of such series shall be maintained by the Security Registrar in the
Borough of Manhattan, The City of New York.

      15. The Notes shall constitute Global Securities (as defined in the
Indenture).

      16. The Notes shall be issued in denominations of $1,000 and any integral
multiple of $1,000 in excess thereof.

      17. The Notes shall be defeasible pursuant to Section 11.02 of the
Indenture. Any such defeasance election shall be evidenced by a Board
Resolution.

      18. In case of any conflict between this Certificate and the Notes in the
form referred to above, the Notes shall control.

      Each of the aforesaid officers further states pursuant to Sections 2.01
and 13.06 of such Indenture that (i) he has read the applicable covenants and
conditions related to the issuance, authentication and delivery of the Notes
provided for in the Indenture and the respective definitions relating thereto;
(ii) the statements made in this Certificate are based upon the examination or
investigation of the applicable provisions of the Indenture and the relevant
books and records of the Company; (iii) in his opinion, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenants or conditions related to
the issuance, authentication and delivery of the Notes pursuant to the Indenture
have been complied with; and (iv) in his opinion, such conditions and covenants
have been complied with.

      Capitalized terms defined in the Indenture and not otherwise defined
herein have the respective meanings provided for therein.

                                       4

<PAGE>

      IN WITNESS WHEREOF, we have hereunto signed our names on behalf of the
Company this 7th day of August, 2006.

                                     STEELCASE INC.

                                     By: /s/ Gary Malburg
                                         --------------------------------------
                                     Name:  Gary Malburg
                                     Title: Vice President -- Finance Treasurer

                                     By: /s/ James P. Keane
                                         --------------------------------------
                                     Name:  James P. Keane
                                     Title: Senior Vice President, Chief
                                            Financial Officer

<PAGE>

                                                                       EXHIBIT A

                        FORM OF 6.5% SENIOR NOTE DUE 2011

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR THE
NOMINEE OF A DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION,
TO STEELCASE INC. (THE "COMPANY") OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE INDENTURE, THIS SECURITY MAY
BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF DTC OR TO A
SUCCESSOR DEPOSITARY SELECTED AND APPROVED BY THE COMPANY OR TO A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.

                                 STEELCASE INC.

                            6.5% Senior Note Due 2011

                                                             CUSIP NO. 858155AC8
                                                           ISIN NO. US858155AC83

<TABLE>
<S>                                                              <C>
No. 01                                                           $250,000,000
</TABLE>

      STEELCASE INC., a corporation duly organized and existing under the laws
of Michigan (herein called the "Company", which term includes any successor
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or its registered assigns, the principal sum of
$250,000,000 (TWO HUNDRED FIFTY MILLION U.S. DOLLARS) on August 15, 2011, and to
pay interest thereon from August 7, 2006 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually
on February 15 and August 15 in each year, commencing on February 15, 2007 at
the rate of 6.5% per annum, until the principal hereof is paid or made available
for payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date shall, as provided in the Indenture hereinafter
referred to, be paid to the Person in whose name this Security (or

<PAGE>

one or more Predecessor Securities) is registered at the close of business on
the regular record date for such interest, which shall be the immediately
preceding February 1 or August 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date. Any such interest that is not
so punctually paid or duly provided for shall forthwith cease to be payable to
the holder on such regular record date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on a special record date for the payment of such
Defaulted Interest to be fixed by the Trustee which special record date shall
not be more than 15 nor less than 10 days prior to the date of the proposed
payment and not less than 10 days after receipt by the Trustee of the notice of
proposed payment, notice of which shall be given to holders of Securities of
this series not less than 10 days prior to such special record date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.

      Payments of interest on this Security shall include interest accrued to
but excluding the respective Interest Payment Dates. Interest payments for this
Security shall be computed and paid on the basis of a 360-day year consisting of
twelve 30-day months. In the event that any date on which interest is payable on
this Security is not a Business Day, then payment of the interest payable on
such date shall be made on the next succeeding day that is a Business Day, with
the same force and effect as if made on the date the payment was originally
payable.

      The Company shall maintain in the Borough of Manhattan, The City of New
York, an office or agency where this Security may be surrendered for
registration of transfer or exchange and an office or agency where this Security
may be presented for payment or for exchange. The Company has initially
appointed J.P. Morgan Trust Company, National Association as its Registrar,
Transfer Agent and Paying Agent. On the date hereof, the office of the
Registrar, Transfer Agent and Paying Agent is located at 4 New York Plaza, 1st
Floor, New York, New York 10004. The Company reserves the right at any time to
vary or terminate the appointment of any Paying Agent, Transfer Agent or
Registrar, to appoint additional or other Paying Agents or other Registrars and
to approve any change in the office through which any Paying Agent, Transfer
Agent or Registrar acts. The principal of and interest on this Security shall be
paid in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. Payment of
interest (including interest on an Interest Payment Date) shall be made, subject
to such surrender where applicable, at the option of the Company, by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

      The Notes (as defined on the reverse hereof) shall be senior unsecured
obligations of the Company and shall rank equally in right of payment with all
of the other senior unsecured and unsubordinated indebtedness of the Company
from time to time outstanding. The Notes shall rank senior to any subordinated
indebtedness of the Company.

                                       F-2

<PAGE>

      REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

      Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

                                       F-3

<PAGE>

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

      Dated: August 7, 2006

                                             STEELCASE INC.

                                             By: _______________________________
                                             Name:  James P. Keane
                                             Title: Senior Vice President, Chief
                                                    Financial Officer

Attest:

____________________________________
Name: Liesl A. Maloney
Title: Senior Corporate Counsel and Assistant Secretary

[Seal of Steelcase Inc.]

<PAGE>

Trustee's Certificate Of Authentication This is one of the Securities of the
series designated therein referred to in the within-mentioned Indenture.

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

By: __________________________
Authorized Signatory

<PAGE>

                             [REVERSE SIDE OF NOTE]

This Security is one of a duly authorized issue of Securities of the Company
issued and issuable in one or more series under an Indenture dated as of August
7, 2006 (the "Indenture"; capitalized terms used and not defined herein shall
have the meaning ascribed to such terms in the Indenture), between the Company
and J.P. Morgan Trust Company, National Association, as Trustee (the "Trustee,"
which term includes any successor trustee under the Indenture), to which
Indenture reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the holders of the Securities issued thereunder and of the terms
upon which said Securities are, and are to be, authenticated and delivered. This
Security is one of the series of Securities of the Company issued pursuant to
the Indenture and designated as "6.5% Senior Notes due 2011" (the "Notes"),
initially limited in aggregate principal amount to $250,000,000. The Company
may, from time to time, without the consent of the holders of the Notes, issue
additional Securities under the Indenture having the same terms as the Notes in
all respects, except for the issue date, issue price and the initial interest
payment date, and additional Securities shall be consolidated and form a single
series with the Notes.

NOTES IN DEFINITIVE FORM

This Security is exchangeable in whole or from time to time in part for Notes of
this series in definitive registered form only as provided herein and in the
Indenture. If (1) at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this Security or if at any
time the Depositary shall no longer be registered or in good standing under the
Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, and a successor Depositary is not appointed by the Company within 90
days after the Company receives such notice or becomes aware of such condition,
as the case may be, (2) an Event of Default has occurred and is continuing with
regard to the Notes represented by this Security or (3) the Company determines
that this Security shall no longer be represented by a Global Security and
executes and delivers to the Trustee an Officers' Certificate evidencing such
determination, this Security shall be exchangeable for Notes of this series in
definitive registered form, provided that the definitive Notes so issued in
exchange for this Security shall be in denominations of $1,000 and any integral
multiple of $1,000 in excess thereof, without coupons, and in an aggregate
principal amount equal to the principal amount of this Security to be exchanged.
Except as provided above, owners of beneficial interests in this Security shall
not be entitled to have Notes registered in their names, shall not receive or be
entitled to physical delivery of Notes in definitive registered form and shall
not be considered the holders thereof for any purpose under the Indenture.

DEFAULT

If an Event of Default with respect to the Notes shall occur and be continuing,
the principal of the Notes may be declared due and payable in the manner, with
the effect and subject to the conditions provided in the Indenture.

<PAGE>

AMENDMENT AND MODIFICATION

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Notes under the Indenture at any
time by the Company and the Trustee with the consent of the holders of not less
than a majority in aggregate principal amount of the Notes at the time
Outstanding. The Indenture also permits the holders of specified percentages in
principal amount of the Notes at the time Outstanding, on behalf of the holders
of all Notes, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the holder of this Security shall be conclusive
and binding upon such holder and upon all future holders of this Security and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

OPTIONAL REDEMPTION OF THE NOTES

The Notes shall be redeemable, in whole or in part, at the Company's option at
any time (a "Redemption Date"). The redemption price (the "Redemption Price")
will be equal to the greater of (i) 100% of the principal amount of any Notes
being redeemed; or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to the
Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below), plus 25 basis points. In addition, in each case,
accrued and unpaid interest, if any, will be paid to the Redemption Date.

Notwithstanding the foregoing, installments of interest on Notes that are due
and payable on Interest Payment Dates falling on or prior to a Redemption Date
will be payable on the Interest Payment Date to the registered holders as of the
close of business on the relevant record date in accordance with the Notes and
the Indenture.

The Company will mail notice of any redemption at least 30 days, but not more
than 60 days, before the Redemption Date to each registered holder of the Notes
to be redeemed. Once the notice is mailed, the Notes called for redemption will
become due and payable on the Redemption Date and at the applicable Redemption
Price, plus accrued and unpaid interest to the Redemption Date.

On and after the Redemption Date, interest will cease to accrue on the Notes or
any portion of the Notes called for redemption (unless the Company defaults in
the payment of the Redemption Price and accrued interest). On or before the
Redemption Date, the Company will deposit with a paying agent (or the Trustee)
money sufficient to pay the Redemption Price of and accrued interest on the
Notes to be redeemed on that date. If less than all of the Notes are to be
redeemed, and the Notes are Global Securities, the Notes to be redeemed will be
selected by the DTC in accordance with its standard procedures. If the Notes to
be redeemed are not Global Securities then held by the DTC,

<PAGE>

the Notes to be redeemed will be selected by the Trustee by a method the Trustee
deems to be fair and appropriate.

As used above:

"Comparable Treasury Issue" means the United States Treasury security selected
by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt notes of comparable maturity to the remaining term of
the Notes.

"Comparable Treasury Price" means, with respect to any Redemption Date, (A) the
average of the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Trustee is provided with fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations or (C)
if only one Reference Treasury Dealer Quotation is received, such quotation.

"Reference Treasury Dealer" means (A) any of the initial purchasers (or their
respective affiliates which are Primary Treasury Dealers), and their respective
successors; provided, however, that if any of those entities ceases to be a
primary U.S. government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company will substitute for those entities another Primary
Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us.

"Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to us and the Trustee by such Reference
Treasury Dealer at 5:00 p.m. (New York City time) on the third business day
preceding such redemption date.

"Treasury Rate" means, with respect to any Redemption Date, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.

SINKING FUND

The Notes shall not be subject to any sinking fund or analogous provision.

REPURCHASE AT THE OPTION OF HOLDERS

The Notes shall be subject to repurchase at the option of the holders upon the
occurrence of a Change in Control Triggering Event, as provided in Section 4.07
of the Indenture.

<PAGE>

MISCELLANEOUS

No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Security at the
time, place and rate, and in the coin or currency, herein and in the Indenture
prescribed.

Any money that the Company deposits with the Trustee or any Paying Agent or that
the Company holds in trust for the payment of principal or any interest on this
Note that remains unclaimed for two years after the date upon which the
principal and interest are due and payable, shall be repaid to the Company on
May 31 of each year or (if then held by the Company) discharged from the trust.
After that time, unless otherwise required by mandatory provisions of any
unclaimed property law, the holder of this Security shall be able to seek any
payment to which such holder may be entitled to collect only from the Company.

As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender for transfer of this Security at the office or agency of the
Company designated for such purpose, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company or the
Registrar and duly executed by, the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of the same
series as the Security presented for a like aggregate amount, shall be issued to
the designated transferee or transferees. No service charge shall be made for
any such exchange or registration of transfer, but the Company shall require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee, any Paying Agent and the Registrar may deem and treat the
Person in whose name this Security is registered as the absolute owner hereof
for all purposes, whether or not this Security be overdue and notwithstanding
any notice of ownership or writing thereon made by anyone other than the
Registrar, and none of the Company, the Trustee, any Paying Agent or the
Registrar shall be affected by notice to the contrary.

The Notes are issuable only in registered form without coupons in denominations
of $1,000 and any integral multiple of $1,000 in excess thereof. As provided in
the Indenture and subject to certain limitations therein set forth, Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the holder surrendering the same upon
surrender of the Note or Notes to be exchanged at the office or agency of the
Company.

No recourse shall be had for payment of the principal of or interest on this
Security, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture, against any incorporator, stockholder,
officer or director, past, present or future, as such, of the Company or of any
predecessor or successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any

<PAGE>

assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

THIS SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE INTERNAL LAWS OF
THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.