Form of TH USA 6.5% Note due 2003 and 6.85% Note due 2008



 Exhibit 4.2 
  

TOMMY HILFIGER U.S.A., INC. 
  
 FORM OF 6.50% NOTE DUE 2003 
  
 REGISTERED 
 REGISTERED 
 NO. $ 
 CUSIP 430 908 AA1 
  
 This
Security is a Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of Cede & Co. or a nominee of The Depository Trust Company (the “Depositary”). This Global Note is exchangeable for
Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another nominee of the Depositary. Unless this certificate is presented by an authorized representative of the Depositary to 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 such other name as is requested by an authorized representative of the Depositary (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of the Depositary), 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. 
  
 TOMMY HILFIGER U.S.A., INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company”, which term includes any successor corporation under the Indenture, hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $ (            ) on June 1, 2003 and to pay interest thereon from May 8, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on June 1 and December 1 in each year, commencing December 1, 1998, at the rate of 6.50% 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 will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will 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, notice whereof 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. 
  
 Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that
purpose in the City of New York or at any other office or agency maintained for such purpose, in immediately available funds. 
  
 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 referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  
 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. 
  
 Dated: 
  

					
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	 	 TOMMY HILFIGER U.S.A., INC.

			
	This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.	 	By:	 	  


	 	 	 	 	 Chief Executive Officer

			
	 THE CHASE MANHATTAN BANK, as Trustee
	 	By:	 	  


	 	 	 	 	Executive Vice President and Assistant Secretary

  

			
	 By:
	 	  


	 	 	Authorized Officer

  
 GUARANTEE 

 
 Tommy Hilfiger Corporation, a corporation duly organized and existing
under the laws of the British Virgin Islands (herein called the “Guarantor”, which term includes any successor or additional Guarantor under the Indenture (the “Indenture”) referred to in the Security upon which this notation is
endorsed) (i) unconditionally guarantees, to the extent permitted by law, that (a) the principal of, and premium, if any, and interest (including additional amounts, if any) on the Security upon which this notation is endorsed will be promptly paid
in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on such Security, if any, if lawful, and all other obligations of the Company to the Holders or
the Trustee will be promptly paid in full or performed, all in accordance with the terms hereof and as set forth in the Indenture; and (b) in case of any extension of time of payment or renewal of the Security upon which this notation is endorsed or
any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, or otherwise. 
  
 No stockholder, officer, director, employee or incorporator, past, present or
future, of the Guarantor, as such, shall have any personal liability under this Guarantee by reason of his or its status as such stockholder, officer, director, employee or incorporator. 
  
 This Guarantee shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof. 
  
 This Guarantee shall not be valid or obligatory for any purpose with respect to the Security upon which this notation is endorsed until the certificate of authentication on such Security shall have been executed by or
on behalf of the Trustee under the Indenture by the manual signature of one of its authorized signatories. 
  

			
	 TOMMY HILFIGER CORPORATION

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:










 Reverse Side of Note 
  
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of May 1, 1998 (herein called the “Indenture”), among the Company, the Guarantor and The Chase Manhattan Bank, Trustee (herein called the “Trustee”, which
term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto 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 and the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount
to $250,000,000. 
  
 The Securities of this series will be
redeemable as a whole or in part, at the option of the Company at any time, at a redemption price equal to the greater of (1) 100% of their principal amount or (2) the sum of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points, plus in the case of each of clause (1) and (2) accrued interest to
the date of redemption. 
  
 “Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Securities 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 securities of comparable maturity to the remaining term of such Securities. 
  
 “Independent Investment Banker” means Morgan Stanley & Co. Incorporated or, if such firm is unwilling or
unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee. 
  
 “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. 
  
 “Reference Treasury Dealer” means (1) Morgan Stanley & Co.
Incorporated, Chase Securities Inc. and Salomon Brothers Inc and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company. 
  
 “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, 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 the Independent Investment Banker 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, (1) the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Federal Reserve and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life,
yields for the two published maturities most closely 







 corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using 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. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date. 
  
 In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion will be
issued to the Holder upon the cancellation hereof, and in event of transfer or exchange a new Security or Securities of this series and of like tenor and for a like aggregate principal amount will be issued to the Holder, in case of exchange, or the
designated transferee or transferees, in case of transfer. 
  
 Subject to the relevant provisions set forth in the Indenture, the Securities of this series are subject to redemption, in whole but not in part, at the option of the Guarantor in the event the Guarantor becomes obligated, in respect of any
amounts to be paid under the Guarantee and as a result of changes in applicable tax law, to pay additional amounts in respect of any tax, assessment or governmental charge imposed on any Holder, and the payments of such additional amounts cannot be
avoided by any reasonable means. 
  
 If an Event of Default with
respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 
  
 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 Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Securities of
each series at the time Outstanding, on behalf of the Holders of all Securities of such series, 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 Security issued upon the registration of transfer hereof or in exchange herefor on in lieu
hereof, whether or not notation of such consent or waiver is made upon this Security. 
  
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not
less than 25% in principal amount of the Outstanding Securities of this series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal amount of Outstanding Securities of this series a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or
after the respective due dates expressed herein. 







 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 premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
  
 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 of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest
on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
  
 The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities
of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or exchange, but the Company may 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 and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
  
 No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or any successor
Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released. 
  
 All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
  
 Sections 403 and 1010 of the Indenture providing for defeasance and discharge and covenant defeasance, respectively, shall apply to this Security. 
  
 Interest on this Security will be computed on the basis of a 360-day year of twelve 30-day months. 







 The following abbreviations, when used in the inscription on the face of this instrument, shall be
construed as though they were written out in full according to applicable laws or regulations: 
  

					
	 TEN COM
	 	 -
	  	as tenants in common
	 TEN ENT
	 	 -
	  	as tenants by the entireties
	 JT TEN
	 	 -
	  	as joint tenants with right of survivorship and not as tenants in common

  

								
	 UNIF GIFT MIN ACT -
	 	                                      
                                 	 	Custodian	 	              	 
	 	 	                 (Cust)
	 	 	 	(Minor	)
	 	 	under Uniform Gifts to Minors Act	 	              	 
	 	 	 	 	(State	)

  
 Additional
abbreviations may also be used though not in the above list. 







 FOR VALUE RECEIVED,
                     hereby sell, assign and transfer unto 
 PLEASE INSERT SOCIAL 
 SECURITY OR OTHER 
 IDENTIFYING NUMBER 
 OF ASSIGNEE  
 /                                    / 
                                        
                                        PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS OF
ASSIGNEE                                      
                                        
                           the within Instrument of the said Company and do hereby irrevocably constitute and
appoint 
  
                                       
                                        
  , Attorney to transfer the said Instrument on the books of the said Company with full power of substitution in the premises. 
  
 Dated:                     
  
 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER 







 TOMMY HILFIGER U.S.A., INC. 
  
 FORM OF 6.85% NOTE DUE 2008 
  

			
	 REGISTERED
	 	REGISTERED
		
	 NO.
	 	 
	 CUSIP 430 908 AB9
	 	$

  
 This Security is a
Global Note within the meaning of the Indenture hereinafter referred to and is registered in the name of Cede & Co. or a nominee of The Depository Trust Company (the “Depositary”). This Global Note is exchangeable for Securities
registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee
of the Depositary to the Depositary or another nominee of the Depositary. Unless this certificate is presented by an authorized representative of the Depositary to 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 such other name as is requested by an authorized representative of the Depositary (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), 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. 
  
 TOMMY HILFIGER U.S.A., INC., a corporation duly organized and existing under
the laws of Delaware (herein called the “Company”, which term includes any successor corporation under the Indenture, hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $ (            ) on June 1, 2008 and to pay interest thereon from May 8, 1998 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on June 1 and December 1 in each year, commencing December 1, 1998, at the rate of 6.85% 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 will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will 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, notice whereof 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. 
  
 Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that
purpose in the City of New York or at any other office or agency maintained for such purpose, in immediately available funds. 
  
 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 referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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

					
	Dated:	 	 	 	 
	 TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	 	 TOMMY HILFIGER U.S.A., INC.

			
	This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.	 	By:	 	  


	 	 	 	 	 Chief Executive Officer

			
	 THE CHASE MANHATTAN BANK, as Trustee
	 	By:	 	  


	 	 	 	 	 Executive Vice President and
 Assistant Secretary



			
	 
	 By:
	 	  


	 	 	 Authorized Officer


  
 GUARANTEE 

 
 Tommy Hilfiger Corporation, a corporation duly organized and existing
under the laws of the British Virgin Islands (herein called the “Guarantor”, which term includes any successor or additional Guarantor under the Indenture (the “Indenture”) referred to in the Security upon which this notation is
endorsed) (i) unconditionally guarantees, to the extent permitted by law, that (a) the principal of, and premium, if any, and interest (including additional amounts, if any) on the Security upon which this notation is endorsed will be promptly paid
in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on such Security, if any, if lawful, and all other obligations of the Company to the Holders or
the Trustee will be promptly paid in full or performed, all in accordance with the terms hereof and as set forth in the Indenture; and (b) in case of any extension of time of payment or renewal of the Security upon which this notation is endorsed or
any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, or otherwise. 
  
 No stockholder, officer, director, employee or incorporator, past, present or
future, of the Guarantor, as such, shall have any personal liability under this Guarantee by reason of his or its status as such stockholder, officer, director, employee or incorporator. 
  
 This Guarantee shall be binding upon the Guarantor and its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in
such transferee or assignee, all subject to the terms and conditions hereof. 
  
 This Guarantee shall not be valid or obligatory for any purpose with respect to the Security upon which this notation is endorsed until the certificate of authentication on such Security shall have been executed by or
on behalf of the Trustee under the Indenture by the manual signature of one of its authorized signatories. 
  

			
	 TOMMY HILFIGER CORPORATION

		
	 By:
	 	  


	 	 	 Name:

	 	 	 Title:










 Reverse Side of Note 
  
 This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of May 1, 1998 (herein called the “Indenture”), among the Company, the Guarantor and The Chase Manhattan Bank, Trustee (herein called the “Trustee”, which
term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto 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 and the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, limited in aggregate principal amount
to $200,000,000. 
  
 The Securities of this series will be
redeemable as a whole or in part, at the option of the Company at any time, at a redemption price equal to the greater of (1) 100% of their principal amount or (2) the sum of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points, plus in the case of each of clause (1) and (2) accrued interest to
the date of redemption. 
  
 “Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the Securities 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 securities of comparable maturity to the remaining term of such Securities. 
  
 “Independent Investment Banker” means Morgan Stanley & Co. Incorporated or, if such firm is unwilling or
unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee. 
  
 “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. 
  
 “Reference Treasury Dealer” means (1) Morgan Stanley & Co.
Incorporated, Chase Securities Inc. and Salomon Brothers Inc and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company. 
  
 “Reference Treasury Dealer Quotations” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, 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 the Independent Investment Banker 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, (1) the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Federal Reserve and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life,
yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the 







 Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest
month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using 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. The Treasury Rate shall be calculated on the third
Business Day preceding the redemption date. 
  
 In the event of
redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion will be issued to the Holder upon the cancellation hereof, and in event of transfer or exchange a new Security or
Securities of this series and of like tenor and for a like aggregate principal amount will be issued to the Holder, in case of exchange, or the designated transferee or transferees, in case of transfer. 
  
 Subject to the relevant provisions set forth in the Indenture, the Securities
of this series are subject to redemption, in whole but not in part, at the option of the Guarantor in the event the Guarantor becomes obligated, in respect of any amounts to be paid under the Guarantee and as a result of changes in applicable tax
law, to pay additional amounts in respect of any tax, assessment or governmental charge imposed on any Holder, and the payments of such additional amounts cannot be avoided by any reasonable means. 
  
 If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. 
  

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 Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, 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 Security issued upon the registration of transfer hereof or in exchange herefor on in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security. 
  
 As provided in and subject to the
provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder,
unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this
series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in
principal amount of Outstanding Securities of this series a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
  
 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 premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein
prescribed. 







 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 of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more
new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
  
 The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any
integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the same. 
  
 No service charge shall be made for any such registration of transfer or exchange, but the Company may 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 and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether
or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
  
 No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or any successor
Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released. 
  
 All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
  
 Sections 403 and 1010 of the Indenture providing for defeasance and discharge and covenant defeasance, respectively, shall apply to this Security. 
  
 Interest on this Security will be computed on the basis of a 360-day year of twelve 30-day months. 
  
 The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

									
	TEN COM	 	 -   as tenants in common

	TEN ENT	 	 -   as tenants by the entireties

	JT TEN	 	 -   as joint tenants with right of survivorship and not as tenants in common

	UNIF GIFT MIN ACT	 	-	  	                          	 	Custodian	 	              
	 	 	 	  	            (Cust)	 	 	 	(Minor)
	 	 	 	  	under Uniform Gifts to Minors Act	 	              
	 	 	 	  	 	 	(State)

  
 Additional
abbreviations may also be used though not in the above list. 







 FOR VALUE RECEIVED,
                             hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE                             
/                            /          
                                   PLEASE PRINT OR TYPEWRITE NAME AND
ADDRESS OF ASSIGNEE
                                        
                         the within Instrument of the said Company and do hereby irrevocably constitute and appoint
                                        
                    , Attorney to transfer the said Instrument on the books of the said Company with full power of substitution in the premises.

  
 Dated:
                     
  

 NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE INSTRUMENT IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER