Common use of Amount of Notes Clause in Contracts

Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $[_____]. The Issuers may from time to time after the Issue Date issue Additional Notes under this Indenture in a principal amount not to exceed $25 million, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xii) and the Liens with respect thereto are permitted by Section 4.12 and (ii) such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.09, 4.06(f), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture; (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or an indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Notes, any PIK Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable.

Amount of Notes. The aggregate principal amount of Initial Notes which may be authenticated and delivered under this Indenture on the Issue Date is $[_____]900,000,000. The Issuers After the Issue Date, the Company may from time to time after time, without notice to or the consent of the Holders or beneficial owners of the Notes, but subject to compliance with the covenants described herein, create and issue Additional Notes of the same series as the Notes issued under this Indenture, having the same terms (except for the Issue Date and, in some case, the initial issue Additional price and the first interest payment date) and being equal with the Notes under this Indenture in a principal amount not all respects (or in all respects other than the payment of interest accruing prior to exceed $25 million, so long as (i) the Incurrence Issue Date of the Indebtedness represented by such Additional Notes is at except for the first payment of interest following the issue date of such time permitted by Section 4.03(b)(xii) and the Liens with respect thereto are permitted by Section 4.12 and (ii) Additional Notes); provided that if such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance fungible with the other applicable provisions of Notes offered hereunder for U.S. federal income tax purposes, then such Additional Notes will have a separate CUSIP number, ISIN and/or “Common Code” number, as applicable. Such Additional Notes will be consolidated and form a single series with the Notes issued under this Indenture, including, without limitation, waivers, consents, amendments, redemptions and offers to purchase. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.09, 4.06(f), 4.08(c) or Appendix A)Date, there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer the Company and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture; (2) the issue price and issuance issue date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A 2.07 in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each Issuer the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or an indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Notes, any PIK Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable.

Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $[_____]6,335,000,000, comprised of $4,932,417,000 in initial aggregate principal amount of Cash Pay Notes and $1,402,583,000 in aggregate principal amount of Toggle Notes. The Issuers In connection with the payment of PIK Interest or Partial PIK Interest in respect of the Notes, the Issuer is entitled to, without the consent of the holders and without regard to Section 4.03, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Toggle Notes (in each case, the “PIK Payment”). In addition, the Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in a an unlimited principal amount not to exceed $25 millionamount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xii) and the Liens with respect thereto are permitted by Section 4.12 4.03 and (ii) such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.092.10, 4.06(f3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture;, (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each the Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Officers’ Certificate or an the indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Cash Pay Notes, any PIK Notes and including any Additional Notes shall issued as Cash Pay Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the . The Toggle Notes, including any PIK Notes and any Additional Notes are not fungible with issued as Toggle Notes, may, at the Initial Notes Issuer’s option, be treated as a single class for U.S. federal income tax purposesall purposes under this Indenture, the Additional Notes will have a separate CUSIP numberincluding, if applicablewithout limitation, waivers, amendments, redemptions and offers to purchase.

Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $[_____]1,062,421,000, comprised of $847,621,000 in initial aggregate principal amount of 2018 Notes and $214,800,000 in aggregate principal amount of 2015 Notes. The Issuers Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in a an unlimited principal amount not to exceed $25 millionamount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xii) and the Liens with respect thereto are permitted by Section 4.12 4.03 and (ii) such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.092.10, 4.06(f3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture;, (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A Exhibits A-1 and A-2 hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Exhibits A-1 and A-2, but shall be issued in the form of Exchange Notes as set forth in Exhibits B-1 and B-2. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each the Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Officers’ Certificate or an the indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial 2018 Notes, any PIK Notes and including any Additional Notes shall issued as 2018 Notes, may, at the Issuer’s option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the . The 2015 Notes, including any Additional Notes are not fungible with issued as 2015 Notes, may, at the Initial Notes Issuer’s option, be treated as a single class for U.S. federal income tax purposesall purposes under this Indenture, the Additional Notes will have a separate CUSIP numberincluding, if applicablewithout limitation, waivers, amendments, redemptions and offers to purchase.

Amount of Notes. The aggregate principal amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $[_____]250,000,000. All Notes shall be substantially identical except as to denomination. The Issuers Company may from time to time after the Issue Date issue Additional Notes under this Indenture in a an unlimited principal amount not to exceed $25 millionamount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xii) 4.03 and the Liens with respect thereto thereon are permitted by Section 4.12 and (ii) such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.092.10, 3.093.08, 4.06(f4.06(e), 4.08(c) or Appendix Athe Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer the Company and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture; (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto hereto, and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of DirectorsDirectors of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each Issuer the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or an the indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Notes, any PIK Original Notes and any Additional Notes Notes, shall all be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the . Any Additional Notes that are not fungible with the Initial existing Notes for U.S. federal income tax purposes, the Additional Notes will have purposes shall bear a separate CUSIP number, if applicable.

Amount of Notes. The Trustee shall initially authenticate (i) $800,000,000 aggregate principal amount of 2028 Notes which may be authenticated and delivered under this Indenture (ii) $600,000,000 aggregate principal amount of 2033 Notes, in each case for original issue on the Issue Date is $[_____]upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the Issuer and an Opinion of Counsel. The Issuers Issuer may from time to time after time, without notice to or the Issue Date consent of the then existing Holders of the Notes, increase the principal amount of the Notes and issue Additional Notes under this Indenture in a principal amount not to exceed $25 millionan unlimited amount, so long as (i) the Incurrence of the Indebtedness represented by such which Additional Notes is at such time permitted by Section 4.03(b)(xii) will have the form and terms as the Liens with respect thereto are permitted by Section 4.12 and (ii) such Additional Initial Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with or the other applicable provisions of this Indenture. With respect to any Additional Notes issued after Exchange Notes, as the Issue Date (case may be, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.09, 4.06(f), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture; (2) the issue price and issuance price, the date of such Additional Notes, including issuance and the date from which interest on thereon will begin to accrue and such Additional Notes shall accrue; and (3) if applicable, that such Additional will form a single series with the previously issued Initial Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Exchange Notes, as the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note case may be exchanged in whole or in part be, including for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. If any of the terms of voting purposes; provided that any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or an indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Notes, any PIK Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes or the Exchange Notes, as the case may be, for U.S. United States federal income tax purposes, the Additional Notes purposes will have a separate CUSIP numberCUSIP, if applicableISIN and other identifying number from the Initial Notes or the Exchange Notes, as the case may be. The Trustee shall authenticate such Additional Notes upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) temporary Notes as provided in Section 2.11, (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes of each series to be authenticated and the date on which the Notes of such series are to be authenticated.

Amount of Notes. The aggregate principal amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $[_____]1,100,000,000. All Notes shall be substantially identical except as to denomination. The Issuers Company may from time to time after the Issue Date issue Additional Notes under this Indenture in a an unlimited principal amount not to exceed $25 millionamount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xii) 4.03 and the Liens with respect thereto thereon are permitted by Section 4.12 and (ii) such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.092.10, 3.093.08, 4.06(f4.06(e), 4.08(c) or Appendix Athe Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer the Company and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture; (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto hereto, and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of DirectorsDirectors of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each Issuer the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or an the indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Notes, any PIK Original Notes and any Additional Notes Notes, shall all be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the . Any Additional Notes that are not fungible with the Initial existing Notes for U.S. federal income tax purposes, the Additional Notes will have purposes shall bear a separate CUSIP number, if applicable.

Amount of Notes. The Trustee shall initially authenticate $400,000,000 aggregate principal amount of 2029 Senior Notes which may be authenticated (the “Initial 2029 Senior Notes”) and delivered under this Indenture $400,000,000 aggregate principal amount of 2032 Senior Notes (the “Initial 2032 Senior Notes” and, together with the Initial 2029 Senior Notes, the “Initial Notes”), in each case, for original issue on the Issue Date upon a written order of the Issuer signed by one Officer, together with an Officer’s Certificate of the Issuer and an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is $[_____]required by Sections 10.04 and 10.05 hereof. The Issuers may Trustee shall authenticate the Additional 2029 Senior Notes or the Additional 2032 Senior Notes, in each case, thereafter from time to time after the Issue Date in an unlimited amount for original issue Additional Notes under this Indenture in upon a principal amount not to exceed $25 million, so long as (i) the Incurrence written order of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xii) and the Liens with respect thereto are permitted by Section 4.12 and (ii) such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.09, 4.06(f), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer and (b) (i) set forth or determined in the manner provided in form of an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount as specified in such order together with an Opinion of Counsel, which opinion shall cover the enforceability of such Notes as well as what is required by Sections 10.04 and 10.05 hereof; provided that the Additional Notes which may be authenticated and delivered under this Indenture; (2) of a series shall have identical terms to the issue price and issuance date Initial Notes of such Additional Notesseries offered on the Issue Date, including other than, if applicable, the date from which interest on such Additional Notes shall accruewill accrue and the first Interest Payment Date; and (3) if applicableprovided, further, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. If any of the terms of if any Additional Notes are established by action taken pursuant to of a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or an indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Notes, any PIK Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes series are not fungible with the Initial Notes of such series for U.S. federal income tax purposes, the such Additional Notes of such series will have a separate CUSIP numbernumber and ISIN from the Initial Notes of such series. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, if applicable(ii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iii) Notes issued in connection with a partial redemption of the Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (iv) Notes exchanged as provided in Section 8.04, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated.

Amount of Notes. The aggregate principal amount of Original Notes which may be authenticated and delivered under this Indenture on the Issue Date is $[_____]250,000,000. All Notes shall be substantially identical except as to denomination. The Issuers Company may from time to time after the Issue Date issue Additional Notes under this Indenture in a an unlimited principal amount not to exceed $25 millionamount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xii) 4.03 and the Liens with respect thereto thereon are permitted by Section 4.12 and (ii) such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.092.10, 4.06(f3.08, 4.06(e), 4.08(c) or Appendix Athe Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer the Company and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture; (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto hereto, and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. ; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Definitive Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A, but shall be issued in the form of Exchange Notes as set forth in Exhibit B. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of DirectorsDirectors of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each Issuer the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or an the indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Notes, any PIK Notes and any Additional Notes Notes, shall all be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the . Any Additional Notes that are not fungible with the Initial existing Notes for U.S. federal income tax purposes, the Additional Notes will have purposes shall bear a separate CUSIP number, if applicable.

Amount of Notes. The aggregate principal amount of Trustee shall authenticate (i) Notes which may be authenticated and delivered under this Indenture for original issue on the Issue Date is $[_____]. The Issuers may from time to time after (the Issue Date issue Additional Notes under this Indenture “Initial Notes”) in a the aggregate principal amount not to exceed $25 million356,997,400 (which Notes, so long as (i) for the Incurrence avoidance of doubt, include the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xii) and the Liens with respect thereto are permitted by Section 4.12 and Backstop Notes), (ii) such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.09, 4.06(f), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or aggregate principal amount equal to three percent (ii3.0%) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such the Notes outstanding as of December 31, 2021 as and to the extent required by Section 4.26 and (iii) subject to Sections 4.06 and 4.10, Additional Notes which may be authenticated and delivered under this Indenture; (2) in an unlimited principal amount, upon a written order of the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and (3) if applicable, that such Additional Notes shall be issuable in whole or in part Issuers in the form of one an Officers’ Certificate of the Issuers or more Global a supplemental indenture. The Officers’ Certificate shall specify the amount of Notes and, in such caseto be authenticated, the respective depositaries date on which the Notes are to be authenticated, and the names and delivery instructions for such Global Notes, each Holder. Upon receipt of a written order of the Issuers in the form of any legend or legends which an Officers’ Certificate, the Trustee shall be borne by such Global authenticate Notes in addition substitution for Notes originally issued to or reflect any name change of the Issuers. Additional Notes (including any Notes issued pursuant to Section 4.26) shall rank equal in lieu right of those set forth in Exhibit A hereto payment with the Initial Notes and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole issued without notice to, or in part for consent of, the Holders, and such Additional Notes registered, or (including any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. If any of the terms of any Additional Notes are established by action taken issued pursuant to a resolution of Section 4.26) shall have the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or an indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the have identical terms and provisions hereof and in conditions as the Notes. The Initial Notes, any PIK Notes other than with respect to the issue date, issue price and any first Interest Payment Date thereto. Additional Notes (including any Notes issued pursuant to Section 4.26) shall be treated as a single part of the same class as the Initial Notes under this Indenture for all purposes under this Indenturepurposes, including waivers, amendments, redemptions and offers to purchase; provided that Additional Notes (including any Notes issued pursuant to Section 4.26) shall not be issued with the same CUSIP or ISIN, as applicable, as existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. Any Additional Notes (including any Notes issued pursuant to Section 4.26) shall be part of the same issue as the Initial Notes and will vote on all matters as one class with the Initial Notes, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that . For the purposes of this Indenture, except for Section 4.06, references to the Notes include Additional Notes, if any (including any Notes issued pursuant to Section 4.26, if any). With respect to any Additional Notes, the Issuers shall set forth in (1) a resolution of their Board of Directors and (2) an Officers’ Certificate or (ii) one or more indentures supplemental hereto, the following information: (A) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (B) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; and (C) whether such Additional Notes shall be Restricted Notes. Each Global Note or Definitive Note, as applicable shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions, transfers, exchanges, issuances of Additional Notes (to the extent such issuances are not fungible with the Initial Notes represented by such Global Note for U.S. federal income tax purposes) and increases in connection with Section 4.26 of this Indenture, permitted hereby. Any endorsement of a Global Note to reflect the Additional amount of any increase or decrease in the amount of outstanding Notes will have a separate CUSIP number, if applicablerepresented thereby shall be made by the Trustee in such manner and upon instructions given by the Company in accordance with this Indenture.

Amount of Notes. The aggregate principal amount of Original Dollar Notes which may be authenticated and delivered under this Indenture on the Issue Date is $[_____]1,160,687,000 (including Dollar Notes issued pursuant to an exchange with the Sponsors). All Dollar Notes shall be substantially identical except as to denomination. The Issuers aggregate principal amount of Original Euro Notes which may be authenticated and delivered under this Indenture on the Issue Date is €150,000,000. All Euro Notes shall be substantially identical except as to denomination. The Company may from time to time after the Issue Date issue Additional Notes under this Indenture in a an unlimited principal amount not to exceed $25 millionamount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xii) and the Liens with respect thereto are permitted by Section 4.12 4.03 and (ii) such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.092.10, 4.06(f3.08, 4.06(e), 4.08(c) or Appendix Athe Appendix), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer the Company and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture;, (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto A-1 and Exhibit A-2 hereto, as applicable, and any circumstances in addition to or in lieu of those set forth in Section 2.2 of the Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Definitive Notes shall not be issued in the form of Initial Notes as set forth in Exhibit A-1 (in the case of Dollar Notes) and Exhibit A-2 (in the case of Euro Notes), but shall be issued in the form of Exchange Notes as set forth in Exhibit B-1 (in the case of Dollar Notes) and Exhibit B-2 (in the case of Euro Notes). If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of DirectorsDirectors of the Company, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each Issuer the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or an the indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Dollar Notes, any PIK the Euro Notes and any Additional Notes Notes, shall all be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable.

Amount of Notes. The aggregate principal amount of Initial Notes which may be authenticated and delivered under this Indenture on the Issue Date is $[_____]500,000,000. The After the Issue Date, the Issuers may from time to time after time, without notice to or the consent of the Holders or beneficial owners of the Notes, but subject to compliance with the covenants described herein, create and issue Additional Notes of the same series as the Notes issued under this Indenture, having the same terms (except for the Issue Date and, in some case, the initial issue Additional price and the first interest payment date) and being equal with the Notes under this Indenture in a principal amount not all respects (or in all respects other than the payment of interest accruing prior to exceed $25 million, so long as (i) the Incurrence Issue Date of the Indebtedness represented by such Additional Notes is at except for the first payment of interest following the issue date of such time permitted by Section 4.03(b)(xii) and the Liens with respect thereto are permitted by Section 4.12 and (ii) Additional Notes); provided that if such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance fungible with the other applicable provisions of Notes offered hereunder for U.S. federal income tax purposes, then such Additional Notes will have a separate CUSIP number. Such Additional Notes will be consolidated and form a single series with the Notes issued under this Indenture, including, without limitation, waivers, consents, amendments, redemptions and offers to purchase. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.09, 4.06(f), 4.08(c) or Appendix A)Date, there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture; (2) the issue price and issuance issue date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A 2.07 in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or an indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Notes, any PIK Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable.

Amount of Notes. The Trustee shall initially authenticate $550,000,000 aggregate principal amount of Notes which may be authenticated and delivered under this Indenture for original issue on the Issue Date is $[_____](the “Initial Notes”) upon a written order of the Issuer in the form of an Officer’s Certificate. The Issuers may Trustee shall authenticate additional notes (“Additional Notes”) thereafter from time to time after in unlimited aggregate principal amount for original issue upon a written order of the Issue Issuer in the form of an Officer’s Certificate in aggregate principal amount as specified in such order. Additional Notes shall rank equal in right of payment with the Initial Notes and may be issued without notice to, or consent of, the Holders, and such Additional Notes shall have the have identical terms and conditions as the Initial Notes, other than with respect to the issue date, issue price and first Interest Payment Date issue thereto. Additional Notes shall be treated as part of the same class as the Initial Notes under this Indenture in a principal amount not for all purposes, including waivers, amendments, redemptions and offers to exceed $25 million, so long as (i) the Incurrence of the Indebtedness represented by such purchase; provided that Additional Notes is at such time permitted by Section 4.03(b)(xii) and shall not be issued with the Liens with respect thereto are permitted by Section 4.12 and (ii) same CUSIP or ISIN, as applicable, as existing Notes unless such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance fungible with the other applicable provisions existing Notes for U.S. federal income tax purposes. The Trustee shall also authenticate (i) replacement Notes as provided in Section 2.08, (ii) [reserved], (iii) Notes issued in connection with certain transfers and exchanges as provided in Sections 2.07, 2.16 and 2.17, (iv) Notes issued in connection with a partial redemption of this Indenturethe Notes as provided in Section 3.06 or a partial repurchase of a Note as provided in Section 4.08 and (v) Notes exchanged as provided in Section 8.05, in each case upon a written order of the Issuer in the form of an Officer’s Certificate in an aggregate principal amount as specified in such order. Each such written order shall specify the principal amount of Notes to be authenticated and the date on which the Notes are to be authenticated. With respect to any Additional Notes issued after Notes, the Issue Date Issuer shall set forth in (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.09, 4.06(f), 4.08(c1) or Appendix A), there shall be (a) established in or pursuant to a resolution of the its Board of Directors of each Issuer and (b2) (i) set forth or determined in the manner provided in an Officer’s Certificate or and (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notesfollowing information: (1A) the aggregate principal amount of such Additional Notes which may to be authenticated and delivered under pursuant to this Indenture; (2B) the issue price and issuance the issue date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and (3C) if applicable, that whether such Additional Notes shall be issuable in whole or in part in Restricted Notes. The Initial Notes and the form of one or more Global Additional Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for the Additional Notes registeredwill vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any transfer of matter to which such Global Note in whole Holders are entitled to vote or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereofconsent. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of DirectorsDirectors of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each the Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or and an indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Notes, any PIK Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable.

Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $[_____]315,000,000. The Issuers Initial Notes and any Additional Notes may, at our election, and any Exchange Notes will be treated as a single series or class of Notes for purposes of this Indenture. The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in a an unlimited principal amount not to exceed $25 millionamount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xii) 4.03 and the Liens with respect thereto are permitted by Section 4.12 and (ii) such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with the other applicable provisions of this Indenture. Additional Notes shall have identical terms as the Initial Notes issued on the Issue Date, other than with respect to the date of issuance and issue price and as contemplated by clause (4) below. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, 2.09, 3.092.10, 4.06(f3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer Hexion and (b) (i) set forth or determined in the manner provided in an Officer’s Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture;, (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall will accrue; and; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit Appendix A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. ; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Appendix A, but shall be issued in the form of Exchange Notes as set forth in Appendix A. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each the Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Officers’ Certificate or an the indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Notes, any PIK Notes and any Any Additional Notes shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will purposes shall have a separate CUSIP number, if applicable.

Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $[_____]350,000,000. In connection with the payment of PIK Interest or Partial PIK Interest in respect of the Notes, the Issuers are entitled to, without the consent of the holders, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Notes (in each case, the “PIK Payment”). Unless the context otherwise requires, for all purposes of this Indenture and the Notes, references to the Notes includes any PIK Notes actually issued and references to “principal amount” of the Notes include any increase in the principal amount of the outstanding Notes (including PIK Notes) as a result of the payment of PIK Interest or Partial PIK Interest. The Issuers may from time to time after the Issue Date issue Additional Notes under this Indenture in a an unlimited principal amount not to exceed $25 millionamount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xii) and the Liens with respect thereto are permitted by Section 4.12 4.03 and (ii) such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with the other applicable provisions of this Indenture. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09, 3.093.06, 4.06(f4.06(e), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer and (b) (i) set forth or determined in the manner provided in an Officer’s Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture; (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall accrue; and (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each Issuer EPE Holdings and delivered to the Trustee at or prior to the delivery of the Officer’s Officers’ Certificate or an indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Notes, any PIK Notes and any PIK Notes, including any Additional Notes shall Notes, may, at the Issuers’ option, be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable.

Amount of Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture on the Issue Date is $[_____]450,000,000. The Issuers Initial Notes and any Additional Notes may, at our election, and any Exchange Notes will be treated as a single series or class of Notes for purposes of this Indenture. The Issuer may from time to time after the Issue Date issue Additional Notes under this Indenture in a an unlimited principal amount not to exceed $25 millionamount, so long as (i) the Incurrence of the Indebtedness represented by such Additional Notes is at such time permitted by Section 4.03(b)(xii) 4.03 and the Liens with respect thereto are permitted by Section 4.12 and (ii) such Additional Notes are issued with an original issue discount of not more than 50% and otherwise in compliance with the other applicable provisions of this Indenture. Additional Notes shall have identical terms as the Initial Notes issued on the Issue Date, other than with respect to the date of issuance and issue price and as contemplated by clause (4) below. With respect to any Additional Notes issued after the Issue Date (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section Sections 2.07, 2.08, 2.09, 3.092.10, 4.06(f3.06, 4.06(g), 4.08(c) or Appendix A), there shall be (a) established in or pursuant to a resolution of the Board of Directors of each Issuer Holdings and (b) (i) set forth or determined in the manner provided in an Officer’s Officers’ Certificate or (ii) established in one or more indentures supplemental hereto, prior to the issuance of such Additional Notes: (1) the aggregate principal amount of such Additional Notes which may be authenticated and delivered under this Indenture;, (2) the issue price and issuance date of such Additional Notes, including the date from which interest on such Additional Notes shall will accrue; and; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit Appendix A hereto and any circumstances in addition to or in lieu of those set forth in Section 2.2 of Appendix A in which any such Global Note may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof. ; and (4) if applicable, that such Additional Notes that are not Transfer Restricted Notes shall not be issued in the form of Initial Notes as set forth in Appendix A, but shall be issued in the form of Exchange Notes as set forth in Appendix A. If any of the terms of any Additional Notes are established by action taken pursuant to a resolution of the Board of Directors, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of each the Issuer and delivered to the Trustee at or prior to the delivery of the Officer’s Officers’ Certificate or an the indenture supplemental hereto setting forth the terms of the Additional Notes. PIK Any additional Notes may also be issued hereunder in accordance with the terms and provisions hereof and in the Notes. The Initial Notes, any PIK Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will purposes shall have a separate CUSIP number, if applicable.