Common use of Signature Guarantee Clause in Contracts

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Note Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY NOTE OR PRIVATE EXCHANGE SECURITY]*/**/ NOTE]*/**/ ---------- */ [If the Note is to be issued in global form add the Global Notes Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE".] [Note: Include asterisk and this note if a 144A Offering with registration rights] **/ [If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Notes Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1.] [Note: Include asterisk and this note if a 144A Offering with registration rights] No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10__________ $__________ 11% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS2014 Skilled Healthcare Group, INC.Inc., a Delaware corporation, promises to pay to ___________________________________________, or registered assigns, the principal sum of ____________ Dollars on December January 15, 20112014. Interest Payment Dates: June January 15 and December July 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011.

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE SECURITY NOTE OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- NOTE] */**/ No.- $- CUSIP No. --------- - ISIN No. --------- 10- 9 1/2% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC.2013 MERISANT COMPANY, a Delaware corporation, promises to pay to __________-, or registered assigns, the principal sum of ________ Dollars - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on December the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 20112013. Interest Payment Dates: June January 15 and December July 15, commencing June January 15, 20012004. Record Dates: June January 1 and December July 1. Additional provisions of this Security Note are set forth on the other side of this SecurityNote. Dated: __________-, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. 20- MERISANT COMPANY By: ------------------------------------ ------------------------------- Name: ---------------------------------- ----------------------------- Title: --------------------------------- ---------------------------- By: ------------------------------------ ------------------------------- Name: ---------------------------------- ----------------------------- Title: --------------------------------- ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.[TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Securities Notes referred to in the Indenture. By: ----------------------------- ---------------------------------- Authorized Signatory ---------- */If the Security Note is to be issued in global form add the Global Securities Notes Legend from Exhibit EXHIBIT 1 to Appendix APPENDIX A and the attachment from such Exhibit EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITYNOTE". **/If the Security Note is a Private Exchange Security Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend restricted securities legend from Exhibit EXHIBIT 1 to Appendix APPENDIX A and replace the Assignment Form included in this Exhibit A EXHIBIT 2 with the Assignment Form included in such Exhibit EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY NOTE OR PRIVATE EXCHANGE SECURITYNOTE] 109 1/2% Senior Subordinated Note Notes Due 20112013

Signature Guarantee. (Signature must be guaranteed) Signatures Your signature must be guaranteed by an "eligible guarantor institution" meeting the requirements a financial institution that is a member of the Registrar, which requirements include membership or participation in the Security Securities Transfer Agent Medallion Program ("STAMP"), the Securities Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signature Program ("MSP") or such other "signature guarantee program" program as may be determined by the Securities Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to __________, ) Social Security Number or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. DatedTaxpayer Identification Number: __________, 20________________________ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [EXHIBIT E FORM OF REVERSE SIDE FACE OF SENIOR EXCHANGE SECURITY BOND DUE 2036 OR PRIVATE EXCHANGE SECURITY] 10BOND DUE 2036 MIDAMERICAN ENERGY HOLDINGS COMPANY 6.125% Senior Subordinated Note Due 2011Bonds due 2036 $[_____________] No. [__] CUSIP No. [_____________] ISIN No. [_____________] MIDAMERICAN ENERGY HOLDINGS COMPANY, a corporation organized under the laws of Iowa (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 amount of [________] Dollars (such Initial Principal Amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the "Principal Amount") on April 1, 2036, and to pay interest thereon from March 24, 2006, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on April 1 and October 1 in each year, commencing October 1, 2006, at the rate of 6.125% per annum, until the Principal Amount hereof is paid or made available for payment; provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 6.125% per annum (or, if lower, the maximum rate legally enforceable) from the dates such amounts are due until they are 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 March 15 or September 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular Record Date and may 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, if any, on this Security will be made at any place of payment or at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts, provided, however, that, 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. Payment of interest, if any, in respect of this Security may also be made, in the case of a Holder of at least U.S. $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. Dollar account maintained by the Holder with a bank in the United States; provided that such Holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 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.

Signature Guarantee. (Signature NOTICE: The signature on the conversion notice, the option to elect payment upon a Change of Control or the assignment must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting correspond with the requirements name as written upon the face of the Registrar, which requirements include membership Note in every particular without alteration or participation in the Security Transfer Agent Medallion Program ("STAMP") enlargement or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act any change whatever. SCHEDULE A SCHEDULE OF EXCHANGES The initial principal amount of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to this Regulation S Global Note is U.S.$ _____________. The following additions to principal, redemptions, exchanges of a part of this Regulation S Global Note for an interest in the Restricted Global Note, definitive Note and conversions into Common Shares have been made: Principal Amount Redeemed, Principal Exchanged for Amount Added Interest in on the Exchange of Restricted Remaining Date of Interest in Global Note Principal Addition to the or registered assignsDefinitive Amount Principal, Restricted Notes or Outstanding Notation Redemption, Global Note Converted Following Made by or Exchange or or Definitive into Common such on behalf of Conversion Note Shares Transaction the Trustee EXHIBIT D FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL NOTE TO REGULATION S GLOBAL NOTE (Transfers pursuant to SECTION 2.5(c) of the Indenture) State Street Bank and Trust Company, as Trustee ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Department Re: SoftKey International Inc. 51/2% Senior Convertible Notes Due 2000 (the "Notes") Reference is hereby made to the Indenture dated as of October 16, 1995 (as supplemented from time to time, the "Indenture") between SoftKey International Inc. and State Street Bank and Trust Company, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This letter relates to U.S.$_________ (being U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof) principal sum amount of Notes beneficially held through interests in the Restricted Global Note (CUSIP No. ▇▇▇▇▇▇▇▇▇) with DTC in the name of ________ Dollars _(the "Transferor") account no. . The Transferor hereby requests that on December 15, 2011[INSERT DATE] such beneficial interest in the Restricted Global Note be transferred or exchanged for an interest in the Regulation S Global Note (CUSIP (CINS) No. Interest Payment Dates: June 15 ▇▇▇▇▇▇▇▇▇) in the same principal denomination and December 15, commencing June 15, 2001transfer to (account no. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________). If this is a partial transfer, 20___ UNITED SURGICAL PARTNERS HOLDINGSa minimum amount of U.S.$1,000 and any integral multiple of U.S.$1,000 in excess thereof of the Restricted Global Note will remain outstanding. In connection with such request and in respect of such Notes, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with Rule 903 or 904 of Regulation S under the Securities Act of 1933, as Trusteeamended (the "Securities Act"), and accordingly, the Transferor further certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011that:

Signature Guarantee. (Date: --------------------------- ------------------------------------- Signature must be guaranteed) Signatures must be guaranteed by an "eligible a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature guarantor institution" meeting program reasonably acceptable to the requirements Trustee [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of the Registrar, which requirements include membership this Global Note is $[ ]. The following increases or participation decreases in the Security Transfer Agent Medallion Program ("STAMP") this Global Note have been made: Amount of Signature of Amount of increase in Principal amount authorized decrease in Principal of this Global signatory of Principal Amount of Note following Trustee or Date of Amount of this this Global such other "signature guarantee program" as may be determined by the Registrar in addition to, decrease or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934Global Note Note increase Custodian ---------- -------------- ----------- ---------------- ------------ OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS 2016 NOTE PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALES) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, as amended. CHECK THE BOX: ASSET SALE / / CHANGE OF CONTROL / / IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS 2016 NOTE PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $----------------- DATE: YOUR SIGNATURE: -------------------------- --------------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS 2016 NOTE) SIGNATURE GUARANTEE: ---------------------------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE EXHIBIT A D [FORM OF FACE OF EXCHANGE FLOATING RATE NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUER 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 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. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR PRIVATE TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. Each Definitive Floating Rate Note shall bear the following additional legend: IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. [FORM OF EXCHANGE SECURITY]*/**/ FLOATING RATE NOTE] No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to $___________ Floating Rate Senior Note due 2013 CUSIP No. 45820E AR 3 ISIN No. US45820EAR36 INTELSAT (BERMUDA), LTD., a company incorporated under the laws of Bermuda, promises to pay to [ ], or registered assigns, the principal sum [of ________ Dollars Dollars] [listed on December the Schedule of Increases or Decreases in Global Floating Rate Note attached hereto] on June 15, 20112013. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011.

Signature Guarantee. (Date: --------------------------------- -------------------------------------- Signature must be guaranteed) Signatures must be guaranteed by an "eligible a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature guarantor institution" meeting program reasonably acceptable to the requirements Trustee OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: YOUR SIGNATURE: ---------------------- ------------------------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS SECURITY) SIGNATURE GUARANTEE: ----------------------------------------------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE. [TO BE ATTACHED TO GLOBAL DOLLAR SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DOLLAR SECURITY The initial principal amount of the Registrar, which requirements include membership or participation in the this Global Dollar Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to is $__________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment DatesThe following increases or decreases in this Global Dollar Security have been made: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions Amount of decrease Amount of increase Principal amount of this in Principal Amount in Principal Amount Global Dollar Security are set forth on the other side Signature of authorized Date of of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that Global of this is one Global following such decrease signatory of the Trustee or Exchange Dollar Security Dollar Security or increase Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011Custodian -------- --------------- --------------- ------------------------ --------------------

Signature Guarantee. (Participant in a recognized Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar Trustee). The following exchanges of a part of this Global Note for an interest in addition toanother Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in substitution forthis Global Note, STAMPhave been made: Date of Exchange Amount of decreasein Principal Amount ofthis Global Note Amount of increase in Principal Amount ofthis Global Note Principal Amountof this Global Notefollowing suchdecrease(or increase) Signature of authorizedsignatory of Trustee orCustodian * This schedule should be included only if the Note is issued in global form. Post Holdings, all Inc. ▇▇▇▇ ▇. ▇▇▇▇▇▇ Road St. Louis, MO 63144 Attention: Corporate Secretary ▇▇▇▇▇ Fargo Corporate Trust-DAPS Reorg 6th & Marquette Ave 12th Floor MAC ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: ▇-▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇-▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Re: [fill in accordance with full title of securities] Reference is hereby made to the Securities Exchange Act Indenture, dated as of 1934June 2, 2014 (the “Indenture”), among Post Holdings, Inc., as amendedissuer (the “Company”), the Guarantors party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee. EXHIBIT Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________, (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGShereto, INC.in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), a Delaware corporation, promises to pay to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20_______ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.(the “Transferee”), as Trustee, certifies that this is one of the Securities referred to further specified in the IndentureAnnex A hereto. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A In connection with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011Transfer, the Transferor hereby certifies that:

Signature Guarantee. (Date: --------------------------- ------------------------------------- Signature must be guaranteed) Signatures must be guaranteed by an "eligible a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature guarantor institution" meeting program reasonably acceptable to the requirements Trustee OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: YOUR SIGNATURE: ------------------------ --------------------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS SECURITY) SIGNATURE GUARANTEE: ------------------------------------------------ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE. [TO BE ATTACHED TO GLOBAL DOLLAR SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DOLLAR SECURITY The initial principal amount of the Registrar, which requirements include membership or participation in the this Global Dollar Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to is $_____________. The following increases or decreases in this Global Dollar Security have been made: Amount of decrease Amount of increase Principal amount of this in Principal Amount in Principal Amount Global Dollar Security Signature of authorized Date of of this Global of this Global following such decrease signatory of Trustee or Exchange Dollar Security Dollar Security or increase Securities Custodian -------------------------------------------------------------------------------------------------------------------- EXHIBIT D [FORM OF FACE OF EXCHANGE EURO SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK, LONDON BRANCH, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN A NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK, LONDON BRANCH (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK, LONDON BRANCH), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE COMMON DEPOSITORY, TO NOMINEES OF THE COMMON DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. (Euro)__________ 7 3/4% Senior Note due 2011 CUSIP No. ______ ISIN No. ______ Common Code___ NALCO COMPANY, a Delaware corporation, promises to pay to [_______], or registered assigns, the principal sum [of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20_______ UNITED SURGICAL PARTNERS HOLDINGSEuros] [listed on the Schedule of Increases or Decreases in Global Euro Security attached hereto](4) on November 15, INC2011. ByInterest Payment Dates: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A May 15 and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011November 15.

Signature Guarantee. TO BE COMPLETED BY PURCHASER IF (Signature must a) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------------- ---------------------------------------- NOTICE: To be guaranteed) Signatures must be guaranteed executed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. executive officer EXHIBIT A C --------- [FORM OF FACE LEGEND FOR REGULATION S NOTE] THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF EXCHANGE SECURITY 1933, AS AMENDED (THE "SECURITIES ACT"), AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR PRIVATE EXCHANGE SECURITY]*/**/ NoSOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS REGISTERED UNDER THE SECURITIES ACT OR EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. C-1 [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITYASSIGNMENT FOR REGULATION S NOTE] 10% Senior Subordinated I or we assign and transfer this Note Due 2011to: (Insert assignee's social security or tax I.D. number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type name, address and zip code of assignee) and irrevocably appoint: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Agent to transfer this Note on the books of the Issuers. The Agent may substitute another to act for him. [Check One]

Signature Guarantee. (Date: ------------------------- ----------------------------------- Signature must be guaranteed) Signatures must be guaranteed by an "eligible a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature guarantor institution" meeting program reasonably acceptable to the requirements Trustee [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of the Registrarthis Global Note is $[ ]. The following increases or decreases in this Global Note have been made: Amount of Amount of Principal Signature of decrease increase amount of this authorized Date of in Principal in Principal Global Note signatory of Exchange Amount Amount following Trustee or of this of this such decrease Securities Global Global or increase Custodian Note Note -------- ------------ ------------- -------------- ------------------ OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALES) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, which requirements include membership or participation in the Security Transfer Agent Medallion Program CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 ("STAMP"ASSET SALE) or such other "signature guarantee program" as may be determined by the Registrar in addition toOR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, or in substitution forSTATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ ----------------- DATE: YOUR SIGNATURE: ------------------------ ------------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS NOTE) SIGNATURE GUARANTEE: --------------------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE EXHIBIT C Form of Transferee Letter of Representation INTELSAT (BERMUDA), STAMPLTD. c/o Wells Fargo Bank, all in accordance with the Securities Exchange Act National Association 213 Court Street, Suite 703 Middletown, CT 06457 Ladies and Gentl▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇o request a transfer of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to $__________, or registered assigns, the principal sum of ________ Dollars on December 15principal amount of the 9 1/4% Senior Notes due 2016 (the "NOTES") of INTELSAT (BERMUDA), 2011LTD. Interest Payment Dates(the "ISSUER"). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: Name:__________, 20______________ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred Address:_____________________ Taxpayer ID Number:__________ The undersigned represents and warrants to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011you that:

Signature Guarantee. 126 TO BE COMPLETED BY PURCHASER IF (Signature must 2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: -------------------------- ------------------------------------- Notice: to be guaranteed) Signatures must be guaranteed executed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in executive officer]* -------- * These paragraphs should be included only if the Security is a Transfer Agent Medallion Program Restricted Security. SCHEDULE OF EXCHANGES OF SECURITIES* The following exchanges, redemptions or repurchases of a part of this Global Security have been made: PRINCIPAL AMOUNT OF GLOBAL SECURITY SIGNATURE OF AMOUNT OF DECREASE AMOUNT OF INCREASE FOLLOWING SUCH AUTHORIZED OFFICER, IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT DECREASE ("STAMP"OR TRUSTEE OR SECURITIES DATE OF TRANSACTION OF GLOBAL SECURITY OF GLOBAL SECURITY INCREASE) or such other "signature guarantee program" as may CUSTODIAN ------------------- ------------------ ------------------ ------------------- --------------------- -------- * This Schedule should be determined by included only if the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedSecurity is a Global Security. EXHIBIT A [E FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGSSUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), INC., a Delaware corporation, promises to pay to dated as of ____________ between ____________________, or registered assigns, the principal sum of a __________ Dollars on December 15corporation (the "New Guarantor"), 2011. Interest Payment Dates: June 15 a subsidiary of R&B Falcon Corporation, a Delaware corporation (the "Company"), and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: [__________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.________], as Trustee, certifies that this is one of trustee under the Securities indenture referred to below (the "Trustee"). Capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011Indenture (as defined below).

Signature Guarantee. (Participant in a recognized Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined guarantor acceptable to the Trustee). If you want to elect to have this Note purchased by the Registrar in addition toIssuers pursuant to Sections 3.09 or 4.34 of the Indenture, or in substitution for, STAMP, all in accordance with check the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises appropriate box below: [ ] Section 3.09 [ ] Section 4.34 If you want to pay elect to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions have only part of this Security are set forth on Note purchased by the other side Issuers pursuant to Section 3.09 or Section 4.34 of this Security. Datedthe Indenture, state the amount you elect to have purchased: Date: __________, 20___________ UNITED SURGICAL PARTNERS HOLDINGS(Sign exactly as your name appears on the face of this Note) * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). The initial outstanding principal amount of this Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, INC. Byor exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this __________________ * This schedule should be included only if the Note is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add form. [Insert the Global Securities Legend from Exhibit 1 Note Legend, if applicable pursuant to Appendix A and the attachment from such Exhibit 1 captioned "provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS SECURITY WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ANY OID, THE ISSUE PRICE, THE CLOSING DATE AND THE YIELD TO MATURITY RELATING TO THE SECURITY BY CONTACTING THE ISSUERS AT: [________________].] [OTHER THAN WITH RESPECT TO ONE OR MORE PURCHASERS ON THE CLOSING DATE WHICH HAVE MADE CERTAIN REPRESENTATIONS SATISFACTORY TO THE ISSUERS, BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, THE HOLDER WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT EITHER: (A) IT IS NOT AND IS NOT DEEMED TO BE ATTACHED (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO GLOBAL SECURITIES - SCHEDULE TITLE I OF INCREASES THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA“), (II) A PLAN, ACCOUNT OR DECREASES ARRANGEMENT DESCRIBED IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotmentSECTION 4975(E)(1) OF THE U.S. INTERNAL REVENUE CODE OF 1986, add the Restricted Securities Legend from Exhibit 1 to Appendix AS AMENDED (THE “CODE“), (III) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR ARRANGEMENT (EACH OF THE FOREGOING, A and replace the Assignment Form included in this Exhibit “BENEFIT PLAN INVESTOR“), OR (IV) A with the Assignment Form included in such Exhibit 1. [FORM PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER U.S. LAWS OR REGULATIONS THAT ARE SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF REVERSE SIDE ERISA OR THE PROHIBITED TRANSACTION RULES OF EXCHANGE SECURITY SECTION 406 OF ERISA OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011SECTION 4975 OF THE CODE (“SIMILAR LAWS“); OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE OR ANY INTEREST HEREIN BY THE HOLDER DO NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAWS.]

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements a financial institution that is a member of the Registrar, which requirements include membership or participation in the Security Securities Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all program in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES FOR DEFINITIVE DEBENTURES The following exchanges of a part of this Global Note for Definitive Notes have been made: Principal Amount of this Amount of decrease in Amount of increase in Global Note Signature of Principal Amount of Principal Amount of following such decrease authorized signatory Date of Exchange this Global Note this Global Note (or increase) of Trustee Custodian ---------------- --------------------- --------------------- ------------------------ -------------------- EXHIBIT A [B FORM OF FACE CERTIFICATE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ NoTRANSFER PRIMEDIA Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ The Bank of New York ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10286 Re: 8 5/8% Subordinated Exchange Debentures Due 2010 Reference is hereby made to the Indenture, dated as of ___________________ (the "Indenture"), between PRIMEDIA Inc., as issuer (the "Company"), and The Bank of New York, as trustee. $ ------------- --------- CUSIP NoCapitalized terms used but not defined herein shall have the meanings given to them in the Indenture. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to ______________, (the "Transferor") owns and proposes to transfer the Note[s] or registered assignsinterest in such Note[s] specified in Annex A hereto, in the principal sum amount of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: $___________ in such Note[s] or interests (the "Transfer"), 20to __________ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.(the "Transferee"), as Trustee, certifies that this is one of the Securities referred to further specified in the IndentureAnnex A hereto. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A In connection with the Assignment Form included in such Exhibit 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011CHECK ALL THAT APPLY]

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [SCHEDULE OF EXCHANGES OF GLOBAL SECURITY FOR DEFINITIVE SECURITY/3/ The following exchanges of a part of this Global Security for Definitive Securities have been made: DATE OF EXCHANGE AMOUNT OF DECREASE AMOUNT OF INCREASE PRINCIPAL AMOUNT OF SIGNATURE OF ------------------ IN PRINCIPAL IN PRINCIPAL THIS GLOBAL SECURITY AUTHORIZED AMOUNT AMOUNT OF THIS FOLLOWING SUCH SIGNATORY OF THIS GLOBAL GLOBAL SECURITY DECREASE (OR OF TRUSTEE OR SECURITY ------------------ INCREASE) SECURITIES ------------------ --------------------- CUSTODIAN ------------- ------------------------------------------------------------------------------------------------ --------------- /3/ This should be included only if the Security is issued in global form. ▇▇▇▇▇▇▇ ▇-▇ FORM OF FACE NOTATION ON SECURITY RELATING TO SUBSIDIARY GUARANTEE Subject to the limitations and provisions set forth in the Indenture, the Guarantors (as defined in the Indenture referred to in the Security upon which this notation is endorsed and each hereinafter referred to as a "Guarantor," which term includes any successor or additional Guarantor under the Indenture) have, jointly and severally, unconditionally guaranteed (a) the due and punctual payment of the principal of, premium, if any, and interest on the Securities, and all other amounts payable under the Indenture and the Securities by the Company whether at maturity, acceleration, redemption, repurchase or otherwise, (b) the due and punctual payment of interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, (c) the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in the Indenture, and (d) in case of any extension of time of payment or renewal of any Securities 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. Capitalized terms used herein shall have the meanings assigned to them in the Indenture unless otherwise indicated. The obligations of each Guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor. No stockholder, officer, director or incorporator, as such, past, present or future, of the Guarantors shall have any personal liability under the Guarantee by reason of his or its status as such stockholder, officer, director or incorporator. Any Guarantor may be released from its Guarantee upon the terms and subject to the conditions provided in the Indenture. All terms used in this notation of Guarantee which are defined in the Indenture referred to in this Security upon which this notation of Guarantee is endorsed shall have the meanings assigned to them in such Indenture. The Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit 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 and in the Indenture. The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. [NAME OF EACH SUBSIDIARY GUARANTOR] Attest: By: -------------------- -------------------------------- Secretary President TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is the notation of the Guarantee of the 12 1/4% Series [A/B] Senior Notes due 2004 referred to in the within-mentioned Indenture. Dated: -------------------- THE BANK OF NEW YORK Trustee By: ------------------------------- Authorized Signatory EXHIBIT B CERTIFICATE TO BE DELIVERED UPON EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ NoTRANSFER OF SERIES [A/B] SENIOR NOTES ______________, 199__ The Bank of New York ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Trustee Administration Re: Gothic Energy Corporation % Series [A/B] Senior Notes due 2004 (the "Securities") ----------------------------------------------------------------- Reference is hereby made to the Indenture dated as of September 9, 1997 (the "Indenture") among Gothic Energy Corporation, the Guarantors named therein and The Bank of New York, Trustee. $ ------------- --------- CUSIP NoCapitalized terms used but not defined herein shall have the meanings given them in the Indenture. --------- ISIN NoThis certificate relates to $_______________ aggregate principal amount of Securities which are held in* [_] book-entry or [_] definitive form in the name of ______________________________________________ [name of transferor] (the "Transferor"). --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay The Transferor hereby requests that the Securities be transferred to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20_________________ UNITED SURGICAL PARTNERS HOLDINGS, INC[insert name of transferee] (the "Transferee"). By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, The Transferor hereby certifies that this the Transferor is one familiar with the Indenture relating to the above-captioned Securities and further certifies that*: [_] such Securities (constituting either a Definitive Security in the amount indicated above that is being exchanged for a beneficial interest in the Global Security pursuant to Section 2.06(d) of the Securities referred to Indenture or a beneficial interest in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued amount indicated above in global form add the Global Securities Legend from Exhibit 1 Security that is being transferred pursuant to Appendix A and Section 2.06(e) of the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If Indenture) are being transferred to a Person that the Security Transferor reasonably believes is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011Qualified --------------- * check applicable box

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE SECURITY NOTE OR PRIVATE EXCHANGE SECURITY]*/**/ NoNOTE] */**/ FOR PURPOSES OF SECTION 1271 ET SEQ. $ ------------- --------- OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, THE ISSUE PRICE IS $-, THE ISSUE DATE IS -, 20- AND THE YIELD TO MATURITY IS 12 1/4% PER ANNUM. No.- $- CUSIP No. --------- - ISIN No. --------- 10- 12 1/4% Senior Subordinated Discount Notes Due 2011 UNITED SURGICAL PARTNERS 2014 TABLETOP HOLDINGS, INC., a Delaware corporation, promises to pay to __________-, or registered assigns, the principal sum of ________ Dollars - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on December the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the stated aggregate principal amount at maturity of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on May 15, 20112014. Interest Payment Dates: June May 15 and December November 15, commencing June May 15, 20012009. Record Dates: June May 1 and December November 1. EXHIBIT 2 to APPENDIX A Additional provisions of this Security Note are set forth on the other side of this SecurityNote. Dated: __________-, 20___ UNITED SURGICAL PARTNERS 20- TABLETOP HOLDINGS, INC. By: ------------------------------------ --------------------------- Name: ---------------------------------- ------------------------- Title: --------------------------------- ------------------------ By: ------------------------------------ --------------------------- Name: ---------------------------------- ------------------------- Title: --------------------------------- ------------------------ TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.[TRUSTEE], as Trustee, certifies that this is one of the Securities Notes referred to in the Indenture. By: ----------------------------- ----------------------------------- Authorized Signatory ---------- */If the Security Note is to be issued in global form add the Global Securities Legend Note legend from Exhibit EXHIBIT 1 to Appendix APPENDIX A and the attachment from such Exhibit EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITYNOTE". **/If the Security Note is a Private Exchange Security Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend restricted securities legend from Exhibit EXHIBIT 1 to Appendix APPENDIX A and replace the Assignment Form included in this Exhibit A EXHIBIT 2 with the Assignment Form included in such Exhibit EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY NOTE OR PRIVATE EXCHANGE SECURITYNOTE] 1012 1/4% Senior Subordinated Note Discount Notes Due 20112014

Signature Guarantee. (Participant in a recognized Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee Medallion Program (or other signature guarantor program reasonably acceptable to the Trustee) EXHIBIT C TO THE INDENTURE FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE (Transfers pursuant to Section 2.7(a) of the Indenture) Attention: Corporate Trust Adm▇▇▇▇▇▇▇▇▇▇▇ RE: 8 1/2% Senior Notes due 2014 (the "STAMPNotes") or such other HTM Sport- und Freizeitgerate AG ---------------------------------------------- Reference is hereby made to the Indenture dated as of January 29, 2004 (the "signature guarantee program" as may be determined by Indenture") between HTM Sport- und Freizeitgerate AG, the Registrar in addition toGuarantors, or in substitution for, STAMP, all in accordance with the Securities Exchange Act Paying Agent and The Bank of 1934New York, as amendedTrustee. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ NoCapitalized terms used but not defined herein shall have the meanings given them in the Indenture. $ ------------- --------- CUSIP No. --------- This letter relates to (euro)_________ (being any integral multiple of (euro)1,000) principal amount of Notes beneficially held through interests in the Rule 144A Global Note (ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGSXS0184719143; Common Code No. 18471914) with Euroclear and Clearstream Banking in the name of ________(the "Transferor"), INC., a Delaware corporation, promises to pay account number ________. The Transferor hereby requests that on [INSERT DATE] such beneficial interest in the Rule 144A Global Note be transferred or exchanged for an interest in the Regulation S Global Note (ISIN No. XS0184717956; Common Code No. 18471795) in the same principal denomination and transferred to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011(account no. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC). By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that If this is one a partial transfer, a minimum amount of (euro)1,000 and any integral multiple of (euro)1,000 in excess thereof of the Securities referred to Rule 144A Global Note will remain outstanding. In connection with such request and in respect of such Notes, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A Indenture and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If Notes and pursuant to and in accordance with Rule 903 or 904 of Regulation S under the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotmentSecurities Act, add and accordingly the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011Transferor further certifies that:

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- SECURITY] AK STEEL CORPORATION 7-7/8% Senior Note Due 2009 GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY AK STEEL HOLDING CORPORATION CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC.AK Steel Corporation, a Delaware corporation, promises to pay to __________, __or registered assigns, the principal sum of ___________ Dollars ($________) on December February 15, 20112009. Interest Payment Dates: June February 15 and December 15, commencing June 15, 2001. August 15 Record Dates: June February 1 and December 1. August 1 Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If ------------------------------- 1 If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If ." 2 If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. AK STEEL CORPORATION, by [Seal] ------------------------------ Name: Title: ------------------------------ Name: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION FIFTH THIRD BANK, as Trustee, certifies that this is one of the Securities referred to in the Indenture. by ---------------------------- Authorized Signatory [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011AK STEEL CORPORATION

Signature Guarantee. (Participant in a recognized Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges of a part of another Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made: Principal Amount Amount of decrease in Amount of increase in [at maturity] of this Principal Amount Principal Amount Global Note following Signature of authorized [at maturity] of [at maturity] of such decrease officer of Trustee or Date of Exchange this Global Note this Global Note (or increase) Custodian ---------------- --------------------- --------------------- --------------------- ----------------------- A2-11 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Titan International, Inc. 2701 Spruce Street Quincy, IL 62301 Attention: General Counsel U.▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇te Trust Services 10 West Market Street Suite 1150 Indianapolis, Indiana 46204 Facsim▇▇▇ ▇▇.: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇ ▇. ▇▇▇▇▇ ▇▇: ▇% Senior Unsecur▇▇ ▇▇▇▇▇ ▇▇▇ ▇012 R▇▇▇▇▇▇▇▇ ▇▇ hereby made to the Indenture, dated as of December 28, 2006 (the "STAMPIndenture"), among Titan International, Inc., as issuer (the "Company"), the Guarantors party thereto and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________, (the "Transferor") owns and proposes to transfer the Note[s] or interest in such other Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the "signature guarantee program" as may be determined by the Registrar in addition toTransfer"), or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20_______ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.(the "Transferee"), as Trustee, certifies that this is one of the Securities referred to further specified in the IndentureAnnex A hereto. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A In connection with the Assignment Form included in such Exhibit 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011CHECK ALL THAT APPLY]

Signature Guarantee. (Participant in a recognized Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in addition toanother Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in substitution forthis Global Note, STAMPhave been made: Principal Amount Amount of decrease in Amount of increase in at maturity of Principal Amount Principal Amount this Global Note Signature of authorized at maturity of at maturity of following such officer of Trustee or Date of Exchange this Global Note this Global Note decrease (for increase) Note Custodian ------------------------ ------------------------- ------------------------- -------------------------- ------------------------ * This schedule should be included only if the Note is issued in global form. ▇▇▇▇▇▇▇ ▇-▇ [Face of Regulation S Temporary Global Note] -------------------------------------------------------------------------------- "FOR PURPOSES OF SECTIONS 1272, all in accordance with the Securities Exchange Act of 19341273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, as amended. EXHIBIT A AS AMENDED, THIS SECURITY IS BEING OFFERED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS SECURITY, THE ISSUE PRICE ALLOCATED TO THE NOTE IS $506.75, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $493.25, THE ISSUE DATE IS MAY 17, 2001 AND THE YIELD TO MATURITY IS 16% PER ANNUM." CUSIP/CINS __________ 16% [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ Series A] [Series B] Senior Discount Notes due 2009 No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS ___ $__________ NEXSTAR FINANCE HOLDINGS, L.L.C. NEXSTAR FINANCE HOLDINGS, INC.. promise, a Delaware corporationjointly and severally, promises to pay to __________, ____________________________ or registered assigns, the principal sum of ___________________________________________________________ Dollars on December May 15, 20112009. Interest Payment Dates: June May 15 and December November 15, commencing June November 15, 2001. 2005 Record Dates: June May 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. November 1 Dated: _______________, 20____ UNITED SURGICAL PARTNERS HOLDINGSNexstar Finance Holdings, INC. L.L.C. Nexstar Finance Holdings, Inc. By: ------------------------------------ ________________________ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ ________________________ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011:

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note, have been made: Principal Amount Amount of Amount of of this Global decrease in increase Note Signature of Principal Amount in Principal following such authorized officer of this Global Amount of this decrease (or of Trustee or Note Date of Exchange Note Global Note increase) Custodian ---------------- ---------------- -------------- ---------------- ------------------ EXHIBIT A [B FORM OF FACE CERTIFICATE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ NoTRANSFER Cott Beverages Inc. 5405 Cypress Center Drive Suite 100 Tampa, Florida 33607 HSBC Bank ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ices ▇▇: ▇% ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ due 2011 Reference is hereby made to the Indenture, dated as of December 21, 2001 (the "Indenture"), among Cott Beverages Inc. (the "Issuer"), the Guarantors, and HSBC Bank USA, as trustee. $ ------------- --------- CUSIP NoCapitalized terms used but not defined herein shall have the meanings given to them in the Indenture. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to __________, or registered assigns, the principal sum of ________ Dollars on December 15(the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, 2011. Interest Payment Dates: June 15 and December 15in the principal amount of $____ in such Note[s] or interests (the "Transfer"), commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: to __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.(the "Transferee"), as Trustee, certifies that this is one of the Securities referred to further specified in the IndentureAnnex A hereto. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A In connection with the Assignment Form included in such Exhibit 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011CHECK ALL THAT APPLY]

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ANNEX A EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory SECURITY] */If /**/ -- -- */ If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Rule 144A/Regulation S Appendix A and the attachment from such Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL SECURITIES SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If / If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Rule 144A/Regulation S Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. 2 No. $ CUSIP No. ISIN No. 10-3/4% Senior Note Due 2010 The Shaw Group Inc., a Louisiana corporation, promises to pay to Cede & Co., ▇r registered assigns, the principal sum of Dollars on March 15, 2010. Interest Payment Dates: March 15 and September 15. Record Dates: March 1 and September 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: March 17, 2003 THE SHAW GROUP INC. By -------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION THE BANK OF NEW YORK as Trustee, certifies that this is one of the Securities referred to in the Indenture. By -------------------------- Authorized Signatory [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10-3/4% Senior Subordinated Note Due 20112010

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE/*/ The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: PRINCIPAL AMOUNT SIGNATURE OF AMOUNT OF AMOUNT OF OF THIS GLOBAL NOTE AUTHORIZED DECREASE IN INCREASE IN FOLLOWING SUCH SIGNATORY OF PRINCIPAL AMOUNT PRINCIPAL AMOUNT DECREASE (OR TRUSTEE OR NOTE DATE OF EXCHANGE OF THIS GLOBAL NOTE OF THIS GLOBAL NOTE INCREASE) CUSTODIAN ---------------- ------------------- ------------------- ------------------- --------------- ----------------- /*/This should be included only if the Note is issued in global form. EXHIBIT A [B FORM OF FACE CERTIFICATE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ NoTRANSFER Ocean Energy, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10▇▇▇▇▇▇, Executive Vice President Norwest Bank Minnesota, National Association Sixth and Marquette ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Corporate Trust Operations Re: 7 5/8% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGSdue 2005 Reference is hereby made to the Indenture, INC.dated as of July 8, a Delaware corporation1998 (as amended and supplemented from time to time, promises (the "Indenture"), between Ocean Energy, Inc., as issuer (the "Company"), the Subsidiary Guarantors parties thereto and Norwest Bank Minnesota, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to pay them in the Indenture. ____________________, (the "Transferor") owns and proposes to transfer the Note[s] or interest in such in such Note[s] specified in Annex A hereto, in the principal amount of $__________ in such Note[s] or interests (the "Transfer"), to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.(the "Transferee"), as Trustee, certifies that this is one of the Securities referred to further specified in the IndentureAnnex A hereto. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A In connection with the Assignment Form included in such Exhibit 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011CHECK ALL THAT APPLY]

Signature Guarantee. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES2 The following exchanges of a part of this Global Security for Definitive Securities have been made: Principal Amount of this Signature of Amount of decrease in Amount of increase in Global Security authorized officer of Principal Amount of Principal Amount of following such decrease Trustee or Date of Exchange this Global Security this Global Security (Signature must or increase) Security Custodian ---------------- -------------------- -------------------- ------------- ------------------ --------- 2.This should be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting included only if the requirements of the Registrar, which requirements include membership or participation Senior Note is issued in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedglobal form. EXHIBIT A B CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF Securities -----------------, ------- Re: 11 3/4% Series [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% A/B] Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGSDiscount Debentures due 2009 of Jordan Industries, INC., a Delaware corporation, promises Inc. This Certificate relates to pay to $_____ principal amount of Securities held in * ________ book-entry or *_______ definitive form by __________, or registered assigns, the principal sum of ________ Dollars on December 15(the "Transferor"). The Transferor*: [ ] has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, 2011registered form equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or [ ] has requested the Trustee by written order to exchange or register the transfer of a Security or Securities. Interest Payment Dates: June 15 [ ] In connection with such request and December 15in respect of each such Security, commencing June 15, 2001. Record Dates: June 1 the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Securities and December 1. Additional provisions that the transfer of this Security are set forth on does not require registration under the other side Securities Act (as defined below) because:* [ ] Such Security is being acquired for the Transferor's own account without transfer (in satisfaction of this SecuritySection 2.06(a)(ii)(A) or Section 2.06(d)(i)(A) of the Indenture). Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.[ ] Such Security is being transferred (i) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as Trusteeamended (the "Securities Act")), certifies that this in reliance on Rule 144A or (ii) pursuant to an exemption from registration in accordance with Rule 904 under the Securities Act (and in the case of clause (ii), based on an opinion of counsel if the Company so requests and together with a certification in substantially the form of Exhibit D to the Indenture). [ ] Such Security is one being transferred (i) in accordance with Rule 144 under the Securities Act (and based on an opinion of counsel if the Company so requests) or (ii) pursuant to an effective registration statement under the Securities Act. [ ] Such Security is being transferred to an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to a private placement exemption from the registration requirements of the Securities referred Act (and based on an opinion of counsel if the Company so requests together with a certification in substantially the form of Exhibit C to in the Indenture). By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011---------------

Signature Guarantee. TO BE COMPLETED BY PURCHASER IF (Signature must 2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: --------------------------- --------------------------------- Notice: to be guaranteed) Signatures must be guaranteed executed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in executive officer]* -------- * These paragraphs should be included only if the Security is a Transfer Agent Medallion Program Restricted Security. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ SECURITIES* The following exchanges, redemptions or repurchases of a part of this Global Security have been made: PRINCIPAL AMOUNT OF GLOBAL SECURITY SIGNATURE OF AMOUNT OF DECREASE AMOUNT OF INCREASE FOLLOWING SUCH AUTHORIZED OFFICER, IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT DECREASE ("STAMP"OR TRUSTEE OR SECURITIES DATE OF TRANSACTION OF GLOBAL SECURITY OF GLOBAL SECURITY INCREASE) or such other "signature guarantee program" as may CUSTODIAN ------------------- ------------------ ------------------ ------------------- --------------------- -------- * This Schedule should be determined by included only if the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedSecurity is a Global Security. EXHIBIT A C [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ 10-YEAR SECURITY] R&B FALCON CORPORATION 6.95% SERIES [A/B] SENIOR NOTE DUE 2008 CUSIP 74912E AC 5 No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC.___ $________ R&B Falcon Corporation, a Delaware corporationcorporation (the "Company"), for value received promises to pay to __________, _________________ or registered assigns, the principal sum of $_________ Dollars on December April 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions 2008 or such greater or lesser amount as is indicated on the Schedule of this Security are set forth Exchanges of Securities on the other side of this Security. Dated.* Interest Payment Dates: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A April 15 and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011October 15

Signature Guarantee. (Participant in a recognized Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF TEMPORARY REGULATION S GLOBAL NOTE The following exchanges of a part of this Temporary Regulation S Global Note for an interest in another Global Note, or of other Restricted Global Notes for an interest in this Temporary Regulation S Global Note, have been made: Principal Amount [at maturity] of Amount of decrease Amount of increase in this Global Note Signature of in Principal Amount Principal Amount following such authorized officer [at maturity] of [at maturity] of decrease of Trustee or Note Date of Exchange this Global Note this Global Note (or increase) Custodian ---------------- ---------------- ---------------- ------------- --------- A2-10 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Plastipak Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ Fargo Bank Minnesota, National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: 10.75% Senior Notes due 2011 Reference is hereby made to the Indenture, dated as of August 20, 2001 (the "STAMPIndenture"), between Plastipak Holdings, Inc., as issuer (the "Company"), Plastipak Packaging, Inc., a Michigan Corporation, Whiteline Express, Ltd., a Michigan corporation, Clean Tech, Inc., a Michigan corporation, ▇▇▇▇ Realty, LLC, a Michigan limited liability company (each a "Guarantor" and together the "Guarantors") or such other "signature guarantee program" as may be determined by the Registrar in addition toand ▇▇▇▇▇ Fargo Bank Minnesota, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934National Association, as amendedtrustee. EXHIBIT Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________, (the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGShereto, INC.in the principal amount of $___________ in such Note[s] or interests (the "Transfer"), a Delaware corporation, promises to pay to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20_______ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.(the "Transferee"), as Trustee, certifies that this is one of the Securities referred to further specified in the IndentureAnnex A hereto. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A In connection with the Assignment Form included in such Exhibit 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011CHECK ALL THAT APPLY]

Signature Guarantee. (Participant in a Recognized Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee Medallion Program SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note, have been made: Amount of Principal Amount decrease in amount of increase of this Signature of principal in principal global note authorized Date of Amount of Amount of following such officer of Trustee Exchange this Global Note this Global Note decrease ("STAMP"or increase) or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Custodian -------- ---------------- ------------------ ---------------------- ------------ A2-11 EXHIBIT A [B FORM OF FACE CERTIFICATE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10TRANSFER Fountain View, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [Registrar address block] Re: 11 1/4% Series [A] [B] Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGSdue 2008 ---------------------------------------------------- Reference is hereby made to the Indenture, INC.dated as of April 16, a Delaware corporation1998 (the "Indenture"), promises among Fountain View, Inc., as issuer (the "Company"), the --------- ------- guarantors named therein, and State Street Bank and Trust Company of California, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to pay to them in the Indenture. ______________, (the "Transferor") owns and proposes to transfer the ---------- Note[s] or registered assignsinterest in such Note[s] specified in Annex A hereto, in the principal sum amount of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: $___________ in such Note[s] or interests (the "Transfer"), 20-------- to __________ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.(the "Transferee"), as Trustee, certifies that this is one of the Securities referred to further specified in the IndentureAnnex A hereto. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A In ---------- connection with the Assignment Form included in such Exhibit 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011CHECK ALL THAT APPLY]

Signature Guarantee. (Date: ------------------------------- ---------------------------------------- Signature must be guaranteed) Signatures must be guaranteed by an "eligible Signature of Signature Guarantee a participant in a recognized signature guaranty medallion program or other signature guarantor institution" meeting program reasonably acceptable to the requirements of the RegistrarTrustee OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.10 (ASSET SALE) OR 4.15 (CHANGE OF CONTROL) OF THE INDENTURE, which requirements include membership or participation in the Security Transfer Agent Medallion Program CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.10 ("STAMP"ASSET SALE) or such other "signature guarantee program" as may be determined by the Registrar in addition toOR 4.15 (CHANGE OF CONTROL) OF THE INDENTURE, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY STATE THE AMOUNT ($1,000 OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to AN INTEGRAL MULTIPLE THEREOF): $__________, or registered assigns, the principal sum of _____________________ Dollars on December 15DATE: YOUR SIGNATURE: ----------------------------- ------------------------ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS NOTE) SIGNATURE GUARANTEE: ------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE EXHIBIT C Form of Transferee Letter of Representation Spheris Inc. c/o The Bank of New York 101 Barclay Street, 2011Fl. Interest Payment Dates21W New York, New Yor▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇l▇▇▇▇: June 15 and December 15▇▇▇▇ certif▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇quest a transfer of $[ ] principal amount of the 11% Senior Subordinated Notes due 2012 (the "Notes") of SPHERIS INC. (the "Company"). Upon transfer, commencing June 15, 2001. Record Datesthe Notes would be registered in the name of the new beneficial owner as follows: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. DatedName: __________, 20_____________________ UNITED SURGICAL PARTNERS HOLDINGS, INC. ByAddress: ------------------------------------ Name____________________________ Taxpayer ID Number: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred _________________ The undersigned represents and warrants to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011you that:

Signature Guarantee. (Participant in a recognized Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made: Principal Amount Amount of decrease Amount of increase in of this Global Note Signature of in Principal Amount Principal Amount following such authorized officer of of decrease of Trustee or Date of Exchange this Global Note this Global Note (or increase) Custodian ---------------- ------------------- --------------------- ------------------- ------------------ A2-11 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER American Commercial Lines LLC ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Wilmington Trust Company ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: 9 1/2% Senior Notes Due 2015 Reference is hereby made to the Indenture, dated as of _________________ (the "STAMPIndenture"), among American Commercial Lines LLC and ACL Finance Corp., as issuers (the "Issuers"), the Guarantors party thereto and Wilmington Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________, (the "Transferor") owns and proposes to transfer the Note[s] or interest in such other Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the "signature guarantee program" as may be determined by the Registrar in addition toTransfer"), or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20_______ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.(the "Transferee"), as Trustee, certifies that this is one of the Securities referred to further specified in the IndentureAnnex A hereto. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A In connection with the Assignment Form included in such Exhibit 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011CHECK ALL THAT APPLY]

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 129 SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL SECURITY The following exchanges of a part of this Regulation S Temporary Global Security for an interest in another Global Security, or of other Restricted Global Securities for an interest in this Regulation S Temporary Global Security, have been made: Principal Amount Amount of Amount of of this Global Signature of decrease increase Security authorized in Principal in Principal following such officer of Date of Amount of this Amount of this decrease Trustee or Exchange Global Security Global Security (or increase) Note Custodian -------- --------------- --------------- ------------- -------------- 130 EXHIBIT A [B FORM OF FACE CERTIFICATE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ NoTRANSFER Asia Global Crossing Ltd. 45 R▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇, Bermuda Attention: Secretary of the Company United States Trust Company of New York 114 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - ▇5th Floor New York, New York 10036 Attention: Corporate Trust Division Re: [ ]% Securities due Reference is hereby made to the Indenture, dated as of October __, 2000 (the "Indenture"), among Asia Global Crossing Ltd., as issuer (the "Company"), the Guarantors and United States Trust Company of New York, as trustee. $ ------------- --------- CUSIP NoCapitalized terms used but not defined herein shall have the meanings given to them in the Indenture. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to ______________, (the "Transferor") owns and proposes to transfer the Note[s] or registered assignsinterest in such Note[s] specified in Annex A hereto, in the principal sum amount of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: $___________ in such Note[s] or interests (the "Transfer"), 20to __________ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.(the "Transferee"), as Trustee, certifies that this is one of the Securities referred to further specified in the IndentureAnnex A hereto. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A In connection with the Assignment Form included in such Exhibit 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011CHECK ALL THAT APPLY]

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ NoSECURITY] */**/ [Original Issue Discount Legend] FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. $ ------------- --------- CUSIP NoFOR PURPOSES OF SECTION 1273 OF THE CODE, THE ISSUE PRICE IS $489.90 AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $1,247.60, IN EACH CASE PER $1,000 PRINCIPAL AMOUNT OF THIS SECURITY. --------- ISIN NoFOR PURPOSES OF SECTION 1275 OF THE CODE, THE ISSUE DATE OF THIS SECURITY IS APRIL 10, 2000. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGSFOR PURPOSES OF SECTION 1272 OF THE CODE, INC., a Delaware corporation, promises to pay to __________, or registered assigns, the principal sum of ________ Dollars on December THE YIELD TO MATURITY (COMPOUNDED SEMIANNUALLY ON APRIL 15 AND OCTOBER 15, 2011) IS 14.75%. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory ------------------------------ */If /[If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL SECURITIES SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". .] **/If /[If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011.]

Signature Guarantee. TO BE COMPLETED BY PURCHASER IF (Signature must 2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ---------------------------- --------------------------------------- Notice: to be guaranteed) Signatures must be guaranteed executed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in executive officer* -------- * These paragraphs should be included only if the Security is a Transfer Agent Medallion Program Restricted Security. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ SECURITIES* The following exchanges, redemptions or repurchases of a part of this Global Security have been made: PRINCIPAL AMOUNT OF GLOBAL SECURITY SIGNATURE OF AMOUNT OF DECREASE AMOUNT OF INCREASE FOLLOWING SUCH AUTHORIZED OFFICER, IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT DECREASE ("STAMP"OR TRUSTEE OR SECURITIES DATE OF TRANSACTION OF GLOBAL SECURITY OF GLOBAL SECURITY INCREASE) or such other "signature guarantee program" as may CUSTODIAN ------------------- ------------------ ------------------ --------- --------- -------- * This Schedule should be determined by included only if the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedSecurity is a Global Security. EXHIBIT A ▇▇▇▇▇▇▇ ▇ [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ 7-YEAR SECURITY] R&B FALCON CORPORATION 6 3/4% SERIES [A/B] SENIOR NOTE DUE 2005 CUSIP 74912E AB 7 No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC.___ $___________ R&B Falcon Corporation, a Delaware corporationcorporation (the "Company"), for value received promises to pay to __________, _________________ or registered assigns, the principal sum of $_________ Dollars on December April 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions 2005 [or such greater or lesser amount as is indicated on the Schedule of this Security are set forth Exchanges of Securities on the other side of this Security. Dated.*] Interest Payment Dates: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A April 15 and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011October 15

Signature Guarantee. (Signature must be guaranteed) Signatures Your signature must be guaranteed by an "eligible guarantor institution" meeting the requirements a financial institution that is a member of the Registrar, which requirements include membership or participation in the Security Securities Transfer Agent Medallion Program ("STAMP"), the Securities Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signature Program ("MSP") or such other "signature guarantee program" program as may be determined by the Securities Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. .) Social Security Number or Taxpayer Identification Number: --------------------------------------- Exhibit D-12 EXHIBIT A [E FORM OF FACE OF SENIOR EXCHANGE SECURITY NOTE DUE 2014 OR PRIVATE EXCHANGE SECURITY]*/**/ NOTE DUE 2014 MIDAMERICAN ENERGY HOLDINGS COMPANY 5.00% Senior Notes due 2014 $[-------------] No. $ ------------- --------- [__] CUSIP No. --------- 59562V AK 3 ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC.US59562VAK35 MIDAMERICAN ENERGY HOLDINGS COMPANY, a Delaware corporationcorporation organized under the laws of Iowa (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 amount of [__________] Dollars (such Initial Principal Amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the "Principal Amount") on February 15, 2014, and to pay interest thereon from February 12, 2004, or registered assignsfrom the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 15 and August 15 in each year, commencing August 15, 2004, at the rate of 5.00% per annum, until the Principal Amount hereof is paid or made available for payment; provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 5.00% per annum (or, if lower, the principal sum of ________ Dollars maximum rate legally enforceable) from the dates such amounts are due until they are paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on December 15, 2011. any Interest Payment Dates: June 15 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 February 1 or August 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular Record Date and December 15may 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, commencing June 15notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, 2001or 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. Record Dates: June 1 Payment of the principal of (and December 1premium, if any) and interest, if any, on this Security will be made at any place of payment or at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States as at the time of payment is legal tender for the payment of public and private debts, provided, however, that, 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. Additional provisions Payment of interest, if any, in respect of this Security are set forth may also be made, in the case of a Holder of at least U.S. $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. Dollar account maintained by the Holder with a bank in the United States; provided that such Holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 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 other side of reverse hereof by manual signature, this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of Security shall not be entitled to any benefit under the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to Indenture or be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011valid or obligatory for any purpose.

Signature Guarantee. TO BE COMPLETED BY PURCHASER IF (Signature must 2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ---------------------------------- -------------------------------------- Notice: to be guaranteed) Signatures must be guaranteed executed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". executive officer**/If * ---------- *** These paragraphs should be included only if the Security is a Private Exchange Transfer Restricted Security. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ SECURITIES*** The following exchanges, redemptions or repurchases of a part of this Global Security issued in have been made: PRINCIPAL AMOUNT SIGNATURE OF AMOUNT OF AMOUNT OF OF GLOBAL SECURITY AUTHORIZED DECREASE IN INCREASE IN FOLLOWING SUCH OFFICER, TRUSTEE OR DATE OF PRINCIPAL AMOUNT PRINCIPAL AMOUNT DECREASE (OR SECURITIES TRANSACTION OF GLOBAL SECURITY OF GLOBAL SECURITY INCREASE) CUSTODIAN ----------------- ------------------ ------------------ ------------------ ------------------- ---------- *** This Schedule should be included only if the Security is a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1Global Security. EXHIBIT B [FORM FACE OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE 30-YEAR SECURITY] 10% Senior Subordinated Note Due 2011[GLOBAL SECURITIES LEGEND] [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THE DEPOSITARY TRUST COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A SUCCESSOR SHALL BE APPOINTED BY THE COMPANY AND THE REGISTRAR. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATE▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), ▇▇ 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 MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.]* [TRANSFER RESTRICTED SECURITIES LEGEND] [THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF 1933"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ACQUISITION HEREOF, THE HOLDER:

Signature Guarantee. (Signature must be guaranteedSignature(s) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrarinstitution (banks, which requirements include stock brokers, savings and loan associations and credit unions with membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "an approved signature guarantee medallion program" as may ) pursuant to Securities and Exchange Commission Rule 17 Ad-15. A1-11 SCHEDULE OF EXCHANGES FOR CERTIFICATED NOTES/2/ The following exchanges of a part of this Global Note for Certificated Notes have been made: Principal Amount of this Signature of Amount of decrease in Amount of increase in Global Note following authorized officer of Principal Amount of Principal Amount of such decrease (or Trustee or Note Date of Exchange this Global Note this Global Note increase) Custodian -------------------------------------------------------------------------------------------------------------------------------- ----------------- 2. To be determined by included only if the Registrar Note is issued in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act global form. Exhibit A-2 (Face of 1934, as amended. EXHIBIT Regulation S Temporary Global Security) 9-7/8% Series A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ Senior Notes due 2007 No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS$__________ IMPERIAL CREDIT INDUSTRIES, INC., a Delaware corporation, . promises to pay to __________, _____________________________ or registered assigns, the principal sum of ___________________ Dollars on December January 15, 20112007. Interest Payment Dates: June January 15 and December July 15, commencing June July 15, 2001. 1997 Record Dates: June January 1 and December 1July 1 (whether or not a Business Day) IMPERIAL CREDIT INDUSTRIES, INC. Additional provisions of this Security are set forth on the other side of this Security. By: ---------------------------- Name: Title: By: ---------------------------- Name: Title: TRUSTEE CERTIFICATE OF AUTHENTICATION Dated: _________________ This is one of the Notes referred to in the within-mentioned Indenture CHEMICAL TRUST COMPANY OF CALIFORNIA, 20as Trustee By: ___________________________________ (Authorized Signature) A2-1 (Back of Security) 9-7/8% Series A Senior Notes due 2007 Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note 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 or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), to the issuer 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 may be requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be 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. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST THEREON. Subject to the provisions hereof, Imperial Credit Industries, Inc., a California corporation (the "Company"), promises to pay to ______ the principal sum of ______________ UNITED SURGICAL PARTNERS HOLDINGSSTATES DOLLARS (U.S. $_________) on January 15, INC2007, and to pay interest on the principal amount of this Note at the rate of 9-7/8% per annum. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXASInterest on the Notes will be payable semi-annually in arrears on January 15 and July 15, N.A.commencing on July 15, as Trustee1997, certifies that or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the date of original issuance of this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011Note.

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to __________, or registered assigns, the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory SECURITY] */If /**/ ------------------------------ */ [If the Security is to be issued in global form form, add the Global Securities Legend from Exhibit 1 to the Rule 144/Regulation S Appendix A and the attachment from such Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL SECURITIES - SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY"]. **/If / [If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to the Rule 144/Regulation S Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1.] [Form of Exchange Security or Private Exchange Security] No. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10$ CUSIP No. ISIN No. AFFINIA GROUP INC. 9% Senior Subordinated Note Due 2011Notes due 2014 Affinia Group Inc., a Delaware corporation, promises to pay to [ ], or registered assigns, the principal sum of [ ] DOLLARS [the amount listed on the Schedule of Increases or Decreases in Global Security attached hereto](2) on November 30, 2014. Interest Payment Dates: May 30 and November 30. Record Dates: May 15 and November 15. Additional provisions of this Security are set forth on the other side of this Security. [Signature page follows]

Signature Guarantee. A-9 SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES/2/ The following exchanges of a part of this Global Note for Definitive Notes have been made: Principal Amount of this Signature of Amount of decrease in Amount of increase in Global Note authorized officer of Principal Amount of this Principal Amount of following such decrease Trustee or Note Date of Exchange Global Note this Global Note (Signature must or increase) Custodian ------------------ ------------------------ --------------------- ------------------------- --------------------- ------------------------ 2. This should be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting included only if the requirements of the Registrar, which requirements include membership or participation Note is issued in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedglobal form. EXHIBIT A [FORM B CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF FACE TRANSFER OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to NOTES _________________, or registered assigns_______ Re: 11-3/8% Series [A/B] Senior Discount Notes due 2009 of GFSI Holdings, the Inc. This Certificate relates to $_____ principal sum amount of Notes held in * ________ Dollars on December 15book-entry or *_______ definitive form by ________________ (the "Transferor"). The Transferor*: [_] has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depository a Note or Notes in definitive, 2011registered form equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or [_] has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. Interest Payment Dates: June 15 [_] In connection with such request and December 15in respect of each such Note, commencing June 15, 2001. Record Dates: June 1 the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the above captioned Notes and December 1. Additional provisions that the transfer of this Security are set forth Note does not require registration under the Securities Act (as defined below) because:* [_] Such Note is being acquired for the Transferor's own account without transfer (in satisfaction of Section 2.06(a)(ii)(A) or Section 2.06(d)(i)(A) of the Indenture). [_] Such Note is being transferred (i) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), in reliance on Rule 144A or (ii) pursuant to an exemption from registration in accordance with Rule 904 under the other side Securities Act (and in the case of this Securityclause (ii), based on an opinion of counsel if Holdings so requests and together with a certification in substantially the form of Exhibit C to the Indenture). Dated[_] Such Note is being transferred (i) in accordance with Rule 144 under the Securities Act (and based on an opinion of counsel if Holdings so requests) or (ii) pursuant to an effective registration statement under the Securities Act. ------------------ *Check applicable box. [_] Such Note is being transferred in reliance on and in compliance with another exemption from the registration requirements of the Securities Act (and based on an opinion of counsel if Holdings so requests). [INSERT NAME OF TRANSFEROR] By: --------------------------------- Name: Title: Address: --------------- *Check applicable box. EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S _________________, 20______ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.______________________, as TrusteeRegistrar Attention: Corporate Trust Department Ladies and Gentlemen: In connection with our proposed sale of certain 11 3/8% Series [A/B] Senior Discount Notes due 2009 (the "Notes") of GFSI Holdings, certifies that this is one of Inc., a Delaware corporation (the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITYCompany". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment), add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011we represent that:

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security 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 Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE1 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Amount of decrease Amount of increase Principal amount of Signature of in principal in principal this Global Note authorized officer amount of this amount of this following such of Trustee or Date of Exchange Global Note Global Note decrease (or increase) Note Custodian ---------------------- -------------------- -------------------- ---------------------- ------------------ EXHIBIT A [B FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ TRANSFER CERTIFICATE Boston Properties Limited Partnership ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention:[______________] The Bank of New York ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-21W New York, New York 10286 Attention:[______________] Re: 6.25% SENIOR NOTES DUE 2013 Reference is hereby made to Supplemental Indenture No. $ ------------- --------- CUSIP No1, dated as of December 13, 2002 (the "Supplemental Indenture"), between Boston Properties Limited Partnership (the "Company") and The Bank of New York, as trustee. --------- ISIN NoCapitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to _______________, (the "Transferor") owns and proposes to transfer the Note[s] or registered assignsinterest in such Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the "Transfer"), to (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the principal sum of ________ Dollars on December 15, 2011. Interest Payment DatesTransferor hereby certifies that: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011CHECK ALL THAT APPLY]

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY NOTE OR PRIVATE EXCHANGE SECURITY]*/**/ NoNOTE*/**/] FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. $ ------------- --------- CUSIP NoFOR PURPOSES OF SECTION 1273 OF THE CODE, THE ISSUE PRICE IS $976.40 AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $23.60, IN EACH CASE PER $1,000 PRINCIPAL AMOUNT OF THIS SECURITY. --------- ISIN NoFOR PURPOSES OF SECTION 1275 OF THE CODE, THE ISSUE DATE OF THIS SECURITY IS AUGUST 22, 2002. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGSFOR PURPOSES OF SECTION 1272 OF THE CODE, INC., a Delaware corporation, promises to pay to __________, or registered assigns, THE YIELD TO MATURITY (COMPOUNDED SEMI-ANNUALLY) IS 12%. ---------------- */ If the principal sum of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of the Securities referred to in the Indenture. By: ----------------------------- Authorized Signatory */If the Security Note is to be issued in global form add the Global Securities Legend global securities legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security Note is a Private Exchange Security Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend restricted securities legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011CUSIP No. _________ ISIN _________ No. $

Signature Guarantee. (Participant in a Recognized Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE/1/ The following exchanges of a part of this Regulation S Temporary Global Note for an interest in addition toanother Global Note, or of other Restricted Global Notes for an interest in substitution forthis Regulation S Temporary Global Note, STAMP, all have been made: Amount of Principal Amount decrease in accordance with Amount of increase in of this Signature of Principal Principal Global Note authorized officer Amount of Amount of following such of Trustee or Date of Exchange this Global Note this Global Note decrease (or increase) Custodian ---------------- ---------------- ---------------- --------------------- --------- _________________________ /1/ This should be included only if the Securities Exchange Act of 1934, as amendedNote is issued in global form. A2-11 EXHIBIT A [B FORM OF FACE CERTIFICATE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10TRANSFER IMPAC Group, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ [Registrar address block] Re: 10 1/8% Series __ Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGSdue 2008 ---------------------------------------------------- Reference is hereby made to the Indenture, INC.dated as of March 12, a Delaware corporation1998 (the "Indenture"), promises between IMPAC Group, Inc., as issuer (the "Company"), and --------- ------- State Street Bank and Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to pay to them in the Indenture. ______________, (the "Transferor") owns and proposes to transfer the ---------- Note[s] or registered assignsinterest in such Note[s] specified in Annex A hereto, in the principal sum amount of ________ Dollars on December 15, 2011. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: $___________ in such Note[s] or interests (the "Transfer"), 20-------- to __________ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A.(the "Transferee"), as Trustee, certifies that this is one of the Securities referred to further specified in the IndentureAnnex A hereto. By: ----------------------------- Authorized Signatory */If the Security is to be issued in global form add the Global Securities Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY". **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A In ---------- connection with the Assignment Form included in such Exhibit 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011CHECK ALL THAT APPLY]

Signature Guarantee. (Participant in a recognized Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note for an interest in addition toanother Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in substitution forthis Global Note, STAMP, all have been made: Principal Amount of this Global Note Signature of Amount of decrease Amount of increase in accordance with following such authorized officer in Principal Amount Principal Amount of decrease of Trustee or Date of Exchange of this Global Note this Global Note (or increase) Custodian ---------------- ------------------- ---------------- ------------- --------- * This schedule should be included only if the Securities Exchange Act of 1934, as amendedNote is issued in global form. EXHIBIT A A2 [FORM OF FACE OF EXCHANGE SECURITY OR PRIVATE EXCHANGE SECURITY]*/**/ No. $ ------------- --------- CUSIP No. --------- ISIN No. --------- 10% Senior Subordinated Notes Due 2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to Face of Regulation S Temporary Global Note] ================================================================================ CUSIP/CINS __________ No. ___ $__________ ▇▇▇▇▇▇'▇, INC. promises to pay to CEDE & CO. or registered assigns, the principal sum of ___________________________________________________________ Dollars on December 15_______________, 20112012. Interest Payment Dates: June 15 and December 15, commencing June 15, 2001. Record Dates: June 1 and December 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: __________, 20__ and ____________ UNITED SURGICAL PARTNERS HOLDINGSRecord Dates: ____________ and ____________ Dated: June 6, 2002 ▇▇▇▇▇▇'▇, INC. By: ------------------------------------ ________________________________ Name: ---------------------------------- ▇▇▇▇▇▇ ▇▇▇▇▇ Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this Chief Financial Officer This is one of the Securities Notes referred to in the within-mentioned Indenture. : BNY MIDWEST TRUST COMPANY, as Trustee By: ----------------------------- ___________________________________________ Authorized Signatory */If the Security is to be issued in global form add the ================================================================================ A2-1 [Back of Regulation S Temporary Global Securities Legend from Exhibit 1 to Appendix Note] 8 7/8% [Series A] [Series B] Senior Subordinated Notes due 2012 THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A and the attachment from such Exhibit 1 captioned SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF ▇▇▇▇▇▇'▇, INC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), THIS NOTE 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), 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 MAY BE ATTACHED REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO GLOBAL CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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. "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES - SCHEDULE ACT OF INCREASES 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR DECREASES OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN GLOBAL SECURITYEACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. EACH HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO (A) OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO ▇▇▇▇▇▇'▇, INC., (2) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (5) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, EXECUTES AND DELIVERS TO ▇▇▇▇▇▇'▇, INC. **/If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix AND THE TRUSTEE A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. [LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF REVERSE SIDE WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND AN OPINION OF EXCHANGE COUNSEL, IF ▇▇▇▇▇▇'▇, INC. OR THE TRUSTEE SO REQUESTS, OR (6) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL IF ▇▇▇▇▇▇'▇, INC. OR THE TRUSTEE SO REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS SECURITY OR PRIVATE EXCHANGE SECURITY] 10% Senior Subordinated Note Due 2011OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE." Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.