Common use of Form and Dating Clause in Contracts

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage in addition to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthose set forth in Exhibit A hereto. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form form, substantially in the form set forth in Exhibit A (the “U.S. Global Note”"RULE 144A GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent temporary global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) "TEMPORARY REGULATION S GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount At any time following 40 days after the later of the Offshore commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit B(1) hereto, a single permanent Global Note may from time to time in registered form substantially in the form set forth in Exhibit A (the "PERMANENT REGULATION S GLOBAL NOTE," and together with the Temporary Regulation S Global Note, the "REGULATION S GLOBAL NOTE") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depositary or Depositary, and the Registrar shall reflect on its nominee, as hereinafter providedbooks and records the date and a decrease in the principal amount of the Temporary Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global Note transferred. Notes offered and sold to institutional accredited investors (as defined in reliance on Regulation D Rule 501(a)(1), (2), (3) or (7) under the Securities Act Act) ("INSTITUTIONAL ACCREDITED INVESTORS") 24 shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”"US. CERTIFICATED NOTES"). Notes Securities issued pursuant to Section 2.07 2.1 in exchange for interests in the Offshore Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent certificated Certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”"OFFSHORE CERTIFICATED NOTES"). The Offshore Physical Certificated Notes and U.S. Physical Certificated Notes are sometimes collectively herein referred to as the "CERTIFICATED NOTES." The Rule 144A Global Note and the Regulation S Global Note are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes"GLOBAL NOTE."

Form and Dating. The Initial Notes and the Additional Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note notes in registered form, substantially in the form set forth in Exhibit A hereto (the “Rule 144A Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Accredited Investors in reliance on Rule 501(a) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “U.S. AI Global NoteNotes”), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (a “Regulation S Global Note”) deposited with the Trustee, as custodian for the Depository, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Additional Notes offered and sold pursuant to an effective registration statement under the Securities Act shall be issued initially in the form of Exchange Notes in registered global form, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by participants through Euroclear or Clearsteam. Rule 144A Global Notes, AI Global Notes, Regulation S Global Notes and Exchange Notes issued in global form are referred to collectively as the “Global Notes.” The aggregate principal amount of the U.S. any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered Registrar and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with simultaneous notation by the Trustee, as custodian for the DepositaryDepository, duly executed by of such increase or decrease on the Company and authenticated by the Trustee schedule to such Global Note, all as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form form, substantially in the form set forth in Exhibit A (the “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) ), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to herein as the “Physical Notes”. .” The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. .” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its issuance and show the date of its authentication. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the form of Securities and the Notes annexed hereto as Exhibit A Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A 144 and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form one or more Global Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Note”)A, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the U.S. Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold Securities issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note Security pursuant to Section 2.16 may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical NotesSecurities”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of Exhibits A-1 and A-2 attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which rule or usage, as designated by the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesits counsel. Each Note shall be dated the date of its authentication. The terms Notes shall be in denominations of $1,000 and provisions contained in the form of the integral multiples thereof. The Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes initially offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note Rule 144A Global Note. Notes initially offered and sold in registered form substantially reliance on Regulation S shall be issued initially in the form set forth in Exhibit A (of the “U.S. Regulation S Global Note”), . Notes offered and sold to Institutional Accredited Investors in the United States of America shall be issued in the form of an IAI Global Note. Each of the Restricted Global Notes shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the DepositaryDepository, and registered in the name of the Depository or the nominee of the Depository. The Regulation S Global Notes shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel Bank, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository or the Note Custodian, together with copies of certificates from Euroclear and Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the U.S. Regulation S Global Note, and (ii) an Officers' Certificate from the Company to the effect set forth in Section 12.4(a) hereof. Notes issued in global form shall be substantially in the form of Exhibits A-1 or A-2 attached hereto (including the Global Note Legend and the "Schedule of Exchanges in the Global Note" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A-1 or A-2 attached hereto (but without the Global Note Legend and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each 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 reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited accordance with the Trustee, as custodian for the Depositary, duly executed instructions given by the Company and authenticated Holder thereof as required by the Trustee as hereinafter providedSection 2.6 hereof. The aggregate principal amount provisions of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records "Operating Procedures of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered Euroclear System" and sold in reliance on Regulation D under the Securities Act shall be issued in the form "Terms and Conditions Governing Use of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note Euroclear" and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination "General Terms and Conditions of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.Cedel Bank" and

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicableany portion of any Note conflicts with the express provisions of this Indenture, however, the provisions of this Indenture shall govern and be controlling. Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. Global "Rule 144A Note”"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate Aggregate principal amount of the U.S. Global Rule 144A Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single one or more permanent global Note Notes in registered form substantially in the form set forth in Exhibit A B (the “Offshore Global "Regulation S Note”) "), deposited with the Trusteetrustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Regulation S Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. Notes offered The Rule 144A Note and sold the Regulation S Note are sometimes referred to as "Global Notes". Each Global Note authenticated under this Indenture shall be registered in reliance on Regulation D the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. Notwithstanding any other provision in this Indenture or the Notes, no Global Note may be exchanged, in whole or in part for certificated Notes, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person, other than the Depositary or a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor depositary is not appointed by the Company within 90 days or (B) the Depositary has ceased to be a clearing agency registered under the Securities Act Exchange Act, or (C) there shall have occurred and be continuing an Event of Default with respect to such Global Note or (D) the Company in its sole discretion determines that the Global Notes (in whole not in part) should be exchanged for certificated Notes and delivers a written notice to such effect to the Trustee; provided, however, that until expiration of the Restricted Period interests in the Regulation S Note will not be exchangeable for certificated Notes without receipt of certification of non-U.S. beneficial ownership. Any Global Note exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to Clause (C) above may be exchanged in whole or from time to time in part in the manner directed by the Depositary. In the event of the occurrence of any of the events specified in this paragraph, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. Upon any exchange, the certificated Notes shall be issued in definitive, fully-registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such denominations as the form of permanent certificated Notes Depositary shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in registered form whole shall be surrendered by the Depositary to the Trustee, as Security Registrar. With regard to any Global Note to be exchanged in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore part, either such Global Note shall be in so surrendered for exchange or, if the form Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Note, the principal thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of permanent certificated Notes in registered form substantially in any appropriate adjustment made on the form set forth in Exhibit A (records of the “Offshore Physical Notes”)Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. The Offshore Physical Notes provisions of the "Operating Procedures of the Euroclear System" and U.S. Physical Notes the "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream Banking, respectively, shall be applicable to any Global Note insofar as interests in such Global Security are sometimes collectively referred held by the agent members of Euroclear or Clearstream Banking. Account holders or participants in Euroclear and Clearstream Banking shall have no rights under the Indenture with respect to herein such Global Security, and the Depositary or its nominee may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the “Physical Notes”owner of such Global Security for all purposes whatsoever. The U.S. Global Note and Notwithstanding the Offshore Global Note are sometimes collectively referred foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to herein as the “Global Notes”. The definitive Notes shall be typedany written certification, printed, lithographed proxy or engraved or produced by any combination of these methods or may be produced in any other manner permitted authorization furnished by the rules Depositary or impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesSecurity.

Form and Dating. The Notes Initial Securities (and any Additional Securities), and the Trustee’s 's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes Exchange Securities (and any Additional Exchange Securities), and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depositary rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes Securities annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in the form of a single one or more permanent global Note securities in registered form form, in substantially in the form set forth in Exhibit A (the “U.S. "Rule 144A Global Note”Security"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Rule 144A Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter provided. Notes Securities offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued initially in the form of a single one or more permanent global Note securities in registered form in substantially in the form set forth in Exhibit A with the legend set forth in Exhibit A-2 (the “Offshore "Regulation S Global Note”) Security" and together with the 144A Global Security, the "Global Securities"). The Regulation S Global Security, which shall be deposited with the Trustee, as custodian for the Depositary, duly executed by and registered in the Company and authenticated by name of the Trustee as hereinafter providedDepositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, S.A. ("Cedel Bank"). The aggregate principal amount of the Offshore Regulation S Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter provided. Notes offered and sold Securities issued in reliance on Regulation D under exchange for interests in the Securities Act shall Rule 144A Global Security pursuant to Section 2.17 may be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the “U.S. "Physical Notes”Securities"). Notes issued pursuant Each of the Global Securities shall represent such amount of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.07 in exchange for 2.6 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Resolutions" and "Instructions to Participants" of Cedel Bank shall be applicable to interests in the Offshore Regulation S Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes Securities that are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted held by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesAgent Members through Euroclear or Cedel Bank.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as Exhibit of EXHIBIT A. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT B. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. If required, the NotesNotes may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Immediately after the Effective Time, the Company shall cause each Note to have an executed Note Guarantee from each Subsidiary Guarantor endorsed thereon or attached thereto substantially in the form of EXHIBIT E hereto. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit EXHIBITS A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in their initial distribution to Qualified Institutional Buyers in reliance on Rule 144A shall be issued initially in the form of a single permanent one or more global Note in registered form notes, substantially in the form set forth in Exhibit EXHIBIT A (the “U.S. "Global Note”"), which shall be registered in the name of the Depository or its nominee and deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct), and shall bear such applicable legends as are provided for in Section 2.15. The aggregate principal amount of the U.S. Global Note may be increased or decreased from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depository, in connection with a corresponding decrease or its nominee, as hereinafter providedincrease in the aggregate principal amount of the Temporary Regulation S Global Notes or the Permanent Regulation S Global Note. Notes offered and sold in offshore transactions in reliance on Regulation S shall initially be issued initially in the form of a single permanent global Note in temporary Global Notes which shall be registered form substantially in the form set forth in Exhibit A (name of the “Offshore Global Note”) Depository or its nominee and deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for credit by the Depository to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct), provided that upon such deposit all such Notes shall be credited to or through accounts maintained at the Depository by or on behalf of Euroclear or CEDEL. Until such time as the Restricted Period shall have expired, such temporary Global Notes shall be referred to herein as a "Temporary Regulation S Global Note." After such time as the Restricted Period shall have expired and the certifications referred to below in the next succeeding paragraph shall have been provided, interests in such Temporary Regulation S Global Notes shall be exchanged (as initiated by the beneficial owners of interests therein) for interests in like Global Notes, referred to herein collectively as the "Permanent Regulation S Global Note," in substantially the form set forth in EXHIBIT A, with such applicable legends as are provided for in Section 2.15. Such Permanent Regulation S Global Notes shall be registered in the name of the Depository or its nominee and deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, for credit to the respective accounts of the beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The aggregate principal amount of the Offshore Temporary Regulation S Global Note or the Permanent Regulation S Global Note may be increased or decreased from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold Interests in reliance on a Temporary Regulation D under S Global Note may be exchanged for interests in a Permanent Regulation S Global Note only after (a) the expiration of the Restricted Period, (b) delivery by a beneficial owner of an interest therein to Euroclear or CEDEL of a written certification (an "Owner Securities Act shall be issued Certification") substantially in the form of permanent certificated Notes in registered form in substantially EXHIBIT F hereto, and (c) upon delivery by Euroclear or CEDEL to the form set forth in Exhibit A Trustee of a written certification (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form a "Depository Securities Certification") substantially in the form set forth attached hereto as EXHIBIT G. Upon receipt by the Trustee of the Depository Securities Certification and the notification from the Depository described in Exhibit A clause (iv) of the “Offshore Physical Notes”)next succeeding paragraph, the Trustee will exchange the portion of the Temporary Regulation S Global Note covered by such certification for interests in a Permanent Regulation S Global Note. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred delivery by such holder of a beneficial interest in such Temporary Regulation S Global Note of such certification shall constitute an irrevocable instruction by such holder to herein Euroclear or CEDEL, as the “Physical Notes”. The U.S. case may be, to exchange such holder's beneficial interest in the Temporary Regulation S Global Note and for a beneficial interest in the Offshore Permanent Regulation S Global Note are sometimes collectively referred to herein as upon the “Global Notes”expiration of the Restricted Period in accordance with the next succeeding paragraph. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.Upon:

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “"U.S. Global Note”GLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent one or more temporary global Note Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) "TEMPORARY OFFSHORE GLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount At any time following July 22, 1998 (the "OFFSHORE NOTES EXCHANGE DATE"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "PERMANENT OFFSHORE GLOBAL NOTES"; and together with the Temporary Offshore Global Note may from time to time Notes, the "OFFSHORE GLOBAL NOTES") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depositary or Depositary, and the Registrar shall reflect on its nominee, as hereinafter providedbooks and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”PHYSICAL NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”"OFFSHORE PHYSICAL NOTES"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "PHYSICAL NOTES". The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”"GLOBAL NOTES". The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes Securities may have --------- notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its issuance and show the date of its authentication. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. --------- The terms and provisions contained in the form of Securities and the Notes annexed hereto as Exhibit A Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A 144 and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form one or more Global Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Note”)A, deposited with the Trustee, as custodian for the DepositaryDepository, duly --------- executed by the Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the U.S. Global Note Securities may from time --------- to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold Securities issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note Security pursuant to Section 2.16 may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A --------- (the “U.S. "Physical Notes”Securities"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.-------------------

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. Each Note shall have an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form one or more Global Notes, substantially in the form set forth in Exhibit A (the “U.S. Global Note”)A, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Subsidiary Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note pursuant to Section 2.16 may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. "Physical Notes”). Notes issued pursuant ") and shall, to Section 2.07 in exchange for interests in the Offshore Global Note shall be in extent applicable, bear the form of permanent certificated Notes in registered form substantially in the form legends set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.B.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuers shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated show the date of its authentication. Each Note shall have an executed notation of Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuers, the Parent Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Initial Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form form, substantially in the form set forth in Exhibit A (the “U.S. Initial Global NoteNotes”), deposited with the Trustee, as custodian for the Common Depositary, duly executed by the Company Issuers (and having an executed notation of Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee or Authenticating Agent as hereinafter providedprovided and shall bear the legend set forth in Exhibit B. The Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Common Depositary, duly executed by the Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee or Authenticating Agent as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, Transfer Agent as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note pursuant to Section 3.14 may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any (the “U.S. Physical Notes”). Additional Notes ranking pari passu with the Initial Notes may be created and issued pursuant from time to Section 2.07 in exchange for interests in time by the Offshore Global Note Issuers without notice to or consent of the Holders and shall be in consolidated with and form a single class with the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Initial Notes and U.S. Physical Notes are sometimes collectively referred shall have the same terms as to herein status, redemption or otherwise (other than with respect to the purchase price thereof and the date from which the interest accrues) as the “Physical Initial Notes”. The U.S. Global Note and ; provided that the Offshore Global Note are sometimes collectively referred Issuers’ ability to herein as the “Global Notes”. The definitive issue Additional Notes shall be typedsubject to the Issuers’ compliance with Section 5.08. Except as described under Article X, printedthe Initial Notes and any Additional Notes subsequently issued under this Supplemental Indenture will be treated as a single class for all purposes under this Supplemental Indenture, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by including waivers, amendments, redemptions and offers to purchase, and shall vote together as one class on all matters with respect to the rules of any securities exchange on which Notes; provided further that if the Additional Notes are not fungible with the Notes may be listedfor U.S. Federal income tax purposes the Additional Notes will have a separate ISIN number or Common Code, if applicable. Unless the context requires otherwise, references to “Notes” for all as determined by the Officers executing such Notes, as evidenced by their execution purposes of such Notesthis Supplemental Indenture include any Additional Notes that are actually issued.

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Guarantees, if any, and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Upon consummation of the Merger, each Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the form of Notes and the Notes Guarantees, if any, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 144A, Notes offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to Section 2.16 may be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. "Physical Notes”"). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Note reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the form set forth in Exhibit A (Registration Rights Agreement to be complied with by the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note Company and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesSubsidiary Guarantors have been so complied with.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form annexed hereto as Exhibit A. A, in the case of the Restricted Global, Exhibit B, in the case of the Regulation S Global and Exhibit C, in the case of a U.S. Certificated Note. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Exhibits A, B and C shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes initially offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. Global Note”), "Restricted Global") deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the U.S. a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depository or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent one or more temporary global Note Notes in registered form form, substantially in the form set forth in Exhibit A B (the “Offshore Global Note”"Temporary Regulation S Global") deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following the later of the Separation Date and April 8, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit D hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit B (the "Permanent Regulation S Global" and, together with the Temporary Regulation S Global, the "Regulation S Global") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global transferred. The aggregate principal amount at maturity of the Offshore a Regulation S Global Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary Depository or its nominee, as hereinafter herein provided. Notes which are offered and sold in reliance on Regulation D under the Securities Act to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A C (the “"U.S. Physical Certificated Notes”"). Notes issued pursuant to Section 2.07 hereof in exchange for interests in the Offshore Regulation S Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A C (the “Offshore Physical "Regulation S Certificated Notes”"). Notes issued pursuant to Section 2.07 hereof in exchange for interests in the Restricted Global shall be in the form of the U.S. Certificated Note. The Offshore Physical Regulation S Certificated Notes and the U.S. Physical Certificated Notes are sometimes collectively referred to herein as the “Physical "Certificated Notes”". The U.S. Restricted Global Note and the Offshore Regulation S Global Note are sometimes collectively herein referred to herein as the “"Global Notes”". The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto of Exhibits A or B, as Exhibit A. applicable. The New Notes and the notation relating to the Trustee's certificate of authentication shall be substantially in the form of Exhibits C or D, as applicable. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit A Exhibits A, B, C or D, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes (including the Guarantees thereon) will initially be represented by the Initial Global Notes. Notes offered and sold in their initial distribution in reliance on Rule 144A Regulation S shall be initially issued initially as one or more registered global notes, in temporary global form without interest coupons. Such Initial Global Notes in temporary form shall be referred to collectively herein as the "Regulation S Temporary Global Note." Beneficial interests in the form of Regulation S Temporary Global Note will be exchanged for beneficial interests in a single corresponding permanent global note or notes within a reasonable period after the expiration of the Distribution Compliance Period (as defined below) upon delivery of the certification contemplated by Exhibit G. Such Initial Global Notes in permanent form shall be referred to collectively herein as the "Regulation S Permanent Global Note" and, together with the Regulation S Temporary Global Note, each a "Regulation S Global Note". Each Regulation S Global Note in shall be deposited upon issuance with the Common Depositary, as common depositary for Euroclear and Clearstream, and registered form substantially in the form set forth in Exhibit A (name of the “U.S. Global Note”), deposited with the Trustee, as custodian for the DepositaryCommon Depositary or its nominee, duly executed by the Company Issuer and each Guarantor and authenticated by the Trustee or an Authenticating Agent as hereinafter providedprovided herein, for credit to the respective accounts of the purchasers at Euroclear and Clearstream (or such other accounts as they may direct). The aggregate principal amount of the U.S. Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar, as custodian for hereinafter provided (or by the Depositary issue of a further Regulation S Global Note), in connection with a corresponding decrease or its nomineeincrease in the aggregate principal amount of any of the Rule 144A Global Notes or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not U.S. Notes shall collectively be referred to herein as the "Regulation S Notes." Prior to the 40th day after the later of the commencement of the Offering and the date the Initial Notes were issued (the "Distribution Compliance Period"), interests in the Regulation S Temporary Global Note may only be held through Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Note in accordance with the transfer and certification requirements described in Section 2.7. Notes offered and sold in offshore transactions their initial distribution in reliance on Regulation S Rule 144A shall be initially issued initially as two or more global notes in registered, global form without interest coupons, substantially in the form of a single permanent global Note in registered form substantially in the form set forth Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Notes shall be referred to collectively herein as the "Rule 144A Global Notes." Notes initially offered and sold in reliance on Rule 144A to holders electing settlement through DTC (the “Offshore "DTC Rule 144A Global Note”") shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, at its New York office, as custodian for the DepositaryDTC, duly executed by the Company Issuer and authenticated by the Trustee or Authenticating Agent as hereinafter providedprovided herein. Notes initially offered and sold in reliance on Rule 144A to holders electing settlement through Euroclear or Clearstream (the "European 144A Global Note") shall be deposited on behalf of the holders of the Notes represented thereby with the Common Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Common Depositary or its nominee, duly executed by the Issuer and authenticated by the Trustee or an Authenticating Agent as provided herein, for credit to the accounts of Euroclear and Clearstream (or such other accounts as they may direct). The DTC Rule 144A Global Note the European Rule 144A Global Note and the Regulation S Global Note, shall collectively be referred to herein as the "Global Notes." The DTC Rule 144A Global Note, the European Rule 144A Global Note and all other Initial Notes evidencing the debt, or any portion of the debt, initially evidenced by such Rule 144A Global Note or European Rule 144A Global Note, shall collectively be referred to herein as the "U.S. Notes." The aggregate principal amount of the Offshore DTC Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar, as custodian for hereinafter provided (or by the Depositary issue of a further DTC Rule 144A Global Note), in connection with a corresponding decrease or its nomineeincrease in the aggregate principal amount of the European Rule 144A Global Note or the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional U.S. Notes, as hereinafter provided. Notes offered and sold The aggregate principal amount of the European Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar as hereinafter provided (or by the issue of a further European Rule 144A Global Note), in reliance on Regulation D under the Securities Act shall be issued connection with a corresponding decrease or increase in the form aggregate principal amount of permanent certificated Notes in registered form in substantially any of the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore DTC Rule 144A Global Note shall be in or the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Regulation S Global Note and or in consequence of the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive issue of Definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such additional U.S. Notes, as evidenced by their execution of such Noteshereinafter provided.

Form and Dating. The Notes Exchange Debentures and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto, the terms of which are incorporated herein and made part of this Exchange Debenture Indenture. The Notes Exchange Debentures may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note Exchange Debenture shall be dated the date of its issuance and shall show the date of its authentication. The Exchange Debentures will be fully registered as to principal and interest in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Exchange Debentures offered and sold may be issued initially in the form of one or more fully registered global Exchange Debentures (each being called a "Global Exchange Debenture"), with, or on behalf of, The Depository Trust Company and registered in the name of Cede & Co., as nominee of the Depository (such nominee being referred to herein as the "Global Exchange Debenture Holder"), or will remain in the custody of the Registrar pursuant to the Fast Balance Certificate Agreement between the Depository and the Registrar and shall bear the legend set forth as Exhibit B. Except as set forth in Section 2.6, the Global Exchange Debenture may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Exchange Debentures shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Exchange Debenture Indenture and the Company and the Trustee, by their execution and delivery of this Exchange Debenture Indenture, expressly agree to such terms and provisions and (as to the Trustee, to the extent such terms and provisions pertain to the Trustee) to be bound thereby. Notes offered and sold Exchange Debentures issued in reliance on Rule 144A global form shall be issued initially substantially in the form of a single permanent global Note Exhibit A attached hereto (including the legend on Exhibit B). Exchange Debentures issued in registered certificated form shall be substantially in the form set forth in of Exhibit A attached hereto (but without including the “U.S. legend on Exhibit B). Each Global Note”), deposited with Exchange Debenture shall represent such of the Trustee, outstanding Exchange Debentures as custodian for shall be specified therein and each shall provide that it shall represent the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Exchange Debentures from time to time endorsed thereon and that the U.S. Global Note aggregate amount of outstanding Exchange Debentures represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Exchange Debenture to reflect the amount of any increase or decrease in the amount of outstanding Exchange Debentures represented thereby shall be made by adjustments made on the records Trustee or the Exchange Debenture Custodian, at the direction of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited accordance with the Trustee, as custodian for the Depositary, duly executed instructions given by the Company and authenticated Holder thereof as required by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes2.6 hereof.

Form and Dating. The Provisions relating to the Initial Notes and the Exchange Notes are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The Original 2016 Notes, Initial 2016 Notes and any Additional 2016 Notes (if issued as Transfer Restricted Notes) and the Trustee’s 's certificate of authentication for each shall each be substantially in the form annexed hereto of EXHIBIT A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Original Floating Rate Notes, Initial Floating Rate Notes and any Additional Floating Rate Notes (if issued as Exhibit A. Transfer Restricted Notes) and the Trustee's certificate of authentication for each shall each be substantially in the form of EXHIBIT B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange 2016 Notes, any Additional 2016 Notes issued other than as Transfer Restricted Notes and the Trustee's certificate of authentication for each shall each be substantially in the form of EXHIBIT C hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Floating Rate Notes, any Additional Floating Rate Notes issued other than as Transfer Restricted Notes and the Trustee's certificate of authentication for each shall each be substantially in the form of EXHIBIT D hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company Issuer or any Guarantor, if any, is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesIssuer). Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note issuable only in registered form substantially without interest coupons and only in the form set forth in Exhibit A (the “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company minimum denominations of $2,000 and authenticated by the Trustee as hereinafter provided. The aggregate principal amount any integral multiple of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes$1,000.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed of Exhibit A hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Private Exchange Notes, if required, and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto as Exhibit A. but shall bear the Private Placement Legend. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a single one or more permanent global Note Notes in registered form (each a "Global Note"), substantially in the form set forth in Exhibit A (the “U.S. Global Note”)A, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Section 2.15. Exchange Notes shall be issued initially in the form of one or more permanent Global Notes, substantially in the form set forth in Exhibit B, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Global Note Legend. The aggregate principal amount of the U.S. a Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for an interest in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note pursuant to Section 2.16 may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. "Physical Notes”"). Initial Notes issued pursuant offered and sold to Section 2.07 in exchange for interests in the Offshore Global Note Institutional Accredited Investors and Private Exchange Notes shall be issued in the form of permanent certificated Physical Notes in registered form substantially in the form set forth in Exhibit Exhibits A (and B, respectively, and shall bear the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesPrivate Placement Legend.

Form and Dating. The Notes Original Notes, the notation thereon relating to the Guarantee and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed of Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or permitted by this Indenture. The Exchange Notes, the notation thereon relating to the Guarantee and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or permitted by this Indenture; provided, that Exchange Notes issued in the Exchange Offer shall not bear the legend set forth in Exhibit A hereto as indicated by footnote 2; provided, further, that Exchange Notes issued in both the Exchange Offer and the Private Exchange Offer shall not refer to Liquidated Damages and shall not include paragraph 19 of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by this Indenture, law, stock exchange agreements to which the Company is subject rule, depository rule or usage. The Company shall approve the form of the Notes and any Any such notation, legend or endorsement on shall be delivered in writing to the NotesTrustee by the Company. Each Note shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the form of Notes and the Notes Guarantee, annexed hereto as Exhibit A hereto, shall constitute, and are hereby expressly made, a part of this Indenture. To , and the extent applicableCompany, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Original Notes offered and sold in reliance on Rule 144A shall initially will be issued initially in global form, substantially in the form of a single permanent global Note Exhibit A attached hereto (including the text set forth in registered form footnote 1 thereto and the additional schedule referred to therein) and may be issued in definitive form, substantially in the form of Exhibit A hereto (not including the text set forth in Exhibit A (footnote 1 thereto and the “U.S. Global Note”additional schedule referred to therein), . The Original Notes initially will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedNote Custodian. The Global Notes initially shall be registered in the name of the Depository or the nominee of the Depository. A Global Note shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of the U.S. Global Note may outstanding Notes from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.time

Form and Dating. The Notes and the Trustee’s 's certificate of --------------- authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company or any Subsidiary Guarantor is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company Company, each Subsidiary Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “"U.S. Global Note”Notes"), ----------------- registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore -------- Global Notes"), registered in the name of the nominee of the Depositary, ------------ deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “"Offshore -------- Physical Notes”"). -------------- The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes -------------- and the Offshore Global Notes are sometimes referred to herein as the “Physical "Global ------ Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. ." ----- The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company or any Subsidiary Guarantor is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company Company, each Subsidiary Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Global Notes in registered form in substantially in the form set forth in Exhibit A (the “"U.S. Global Note”Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single one or more permanent global Note Global Notes in registered form in substantially in the form set forth in Exhibit A (the “"Offshore Global Note”) Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act transferred to Institutional Accredited Investors pursuant to Section 2.08(a) of this Indenture shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “"Global Notes”. ." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Initial Securities and the Trustee’s 's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes Exchange Securities and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes Securities, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note notes in registered form form, in substantially in the form set forth in Exhibit A (the “U.S. "Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the “U.S. "Offshore Physical Notes”Securities"). Notes issued pursuant to Section 2.07 Securities offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Note preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes Securities in registered form form, in substantially in the form set forth in Exhibit A (the “Offshore "U.S. Physical Notes”Securities"). The Offshore Physical Notes Securities and the U.S. Physical Notes Securities are sometimes collectively herein referred to herein as the “"Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesSecurities".

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “"U.S. Global Note”GLOBAL NOTE"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the a U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depository or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent one or more temporary global Note Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) "TEMPORARY REGULATION S GLOBAL NOTE"), deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following the later of the Separation Date and March 10, 1998 upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "PERMANENT REGULATION S GLOBAL NOTE" and together with the Temporary Regulation S Global Note, the "OFFSHORE GLOBAL NOTE") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository, which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global Notes transferred. The aggregate principal amount at maturity of the an Offshore Global Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary Depository or its nominee, as hereinafter herein provided. Notes which are offered and sold in reliance on Regulation D under the Securities Act to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”CERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”"OFFSHORE CERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Note shall be in the form of the U.S. Certificated Note. The Offshore Physical Certificated Notes and the U.S. Physical Certificated Notes are sometimes collectively referred to herein as the “Physical Notes”"CERTIFICATED NOTES". The U.S. Global Note Notes and the Offshore Global Note Notes are sometimes collectively herein referred to herein as the “Global Notes”"GLOBAL NOTES". The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form annexed hereto as Exhibit A. A, in the case of the Global Note, and Exhibit B, in the case of a Certificated Note. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "Global Note”"), registered in the name of a nominee of the Depository, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. a Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, Registrar as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time which are transferred to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act Institutional Accredited Investors which are not QIBs shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A B (the “U.S. Physical "Certificated Notes”"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”Certificated Note. The definitive Notes shall be typed, printedprinted (commercially or otherwise), lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and will be issued in the Trustee’s certificate form of authentication shall be one or more fully registered Global Notes (the "Global Notes") substantially in the form annexed hereto of Exhibit A that will be deposited with, or on behalf of, DTC, as Exhibit A. The depositary, and registered in the name of Cede & Co., DTC's nominee. Except as set forth below, the Global Notes may have notationsbe transferred, legends in whole and not in part, only to another nominee of DTC or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form a successor of the Notes and any notation, legend DTC or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providednominee. The aggregate principal amount of each of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Offshore Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions and transfers of interests therein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06. Upon the issuance of the TrusteeGlobal Notes to DTC, as custodian for DTC shall credit, on its internal book-entry registration and transfer system, its Participants' accounts with the Depositary or its nominee, as hereinafter providedrespective interests owned by such Participants. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued Interests in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typedlimited to Participants, printedincluding Euroclear and Cedel, lithographed and indirect Participants. The Participants shall not have any rights either under this Indenture or engraved or produced under any Global Note with respect to such Global Note held on their behalf by any combination of these methods or DTC, and DTC may be produced treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of such Global Note for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on the Global Notes and for all other purposes. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Participants, the operation of customary practices of DTC governing the exercise of the rights of an owner of a beneficial interest in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesGlobal Note.

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Note Guarantees and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A(1) hereto. The Exchange Notes, the ------------ notation thereon relating to the Note Guarantees and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A(2) hereto. ------------ The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authenticationissuance. The terms and provisions contained in the form of Notes and the Notes Note Guarantees annexed hereto as Exhibit A Exhibits A(l) and A(2), shall constitute, and are ------------- ---- hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A A(l) (the “U.S. "Global Note”"), ------------ ----------- deposited with the Trustee, as custodian for the DepositaryDepository, and shall bear the legend set forth in Exhibit B, duly executed by the Company and the Subsidiary --------- Guarantors, if any, and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A A(l) (the “U.S. ------------ "Offshore Physical Notes”"). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other ------------------------ exemption from registration under the Securities Act other than as described in the Offshore Global Note preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form form, in substantially in the form set forth in Exhibit A A(1) (the “Offshore "U.S. ------------ ---- Physical Notes”"). The Offshore Physical Notes and the U.S. Physical Notes are -------------- sometimes collectively herein referred to herein as the “"Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes." --------------

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuers shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit F. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Global Note in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "144A Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuers (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the U.S. 144A Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent temporary global Note in registered form form, substantially in the form set forth in of Exhibit A (the “Offshore "Temporary Regulation S Global Note”) "), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuers (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. The aggregate principal amount provided and shall bear the legend set forth in Exhibit B. Reasonably promptly following the date that is 40 days after the later of the Offshore commencement of the offering of the Notes in reliance on Regulation S and the Issue Date, upon receipt by the Trustee and the Issuers of a duly executed certificate substantially in the form of Exhibit E from the Depositary, a single permanent Global Note may in registered form substantially in the form of Exhibit A (the "Permanent Regulation S Global Note," and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") duly executed by the Issuers (and having an executed Note Guarantee from time to time each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided shall be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depositary or Depositary, and the Registrar shall reflect on its nominee, as hereinafter providedbooks and records the cancellation of the Temporary Regulation S Global Note and the issuance of the Permanent Regulation S Global Note. Notes offered and sold issued in reliance on Regulation D under the Securities Act shall exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. "Physical Notes”"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them shall be satisfactory to both the NotesIssuer and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit A A, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more permanent global Notes (the “Global Notes”). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the “ Rule 144A Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. Regulation S Global Note”), and in each case shall be deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. Notes transferred to Institutional Accredited Investors may be represented by a permanent Global Note in registered form, substantially in the form set forth in Exhibit A, and if so represented shall be deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “"U.S. Global Note”Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent one or more legended global Note Notes in registered form substantially in the form set forth in Exhibit A (the “"Legended Offshore Global Note”) Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount At any time on or after July 1, 2002, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more unlegended global Notes in registered form substantially in the form set forth in Exhibit A (the "Unlegended Offshore Global Note may from time to time Notes"; and together with the Legended Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance the Registrar shall reflect on Regulation D under its books and records the Securities Act shall be issued date and a decrease in the form principal amount of permanent certificated the Legended Offshore Global Notes in registered form an amount equal to the principal amount of the beneficial interest in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”)Legended Offshore Global Notes transferred. Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “"Global Notes”. ." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and any Additional Notes and, in each case, the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A hereto. The Exchange Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Global Notes in registered form form, substantially in the form set forth in Exhibit A A, as applicable, hereto (the “U.S. Global NoteNotes”), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C-1. Notes offered and sold in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent Global Notes deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C-1. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes (the “Regulation S Global Notes”) deposited with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C-1. The provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that is held by participants through Euroclear or Clearstream. The aggregate principal amount of the U.S. any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers Officer executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Additional Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or the Depositary rule or usage to which the Company Issuer is subject or usagesubject, if any. The Company Issuer and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. 144A Global NoteNotes”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Notes”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Regulation S Temporary Global Notes deposited with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Following the termination of the Distribution Compliance Period, beneficial interests in a Regulation S Temporary Global Note will be exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note, the Trustee will cancel the related Regulation S Temporary Global Note. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearsteam. The aggregate principal amount at maturity of the U.S. any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepositary, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers Officer executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Series A Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage in addition to which the Company is subject or usagethose set forth in Exhibit A hereto. The Company Series B Notes shall approve be substantially in the form of Exhibit B hereto. The notation on each Note relating to the Notes and any notation, legend or endorsement Guarantees shall be substantially in the form set forth on the NotesExhibit C hereto. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and the extent applicableIssuers, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form form, substantially in the form set forth in Exhibit A (the “U.S. Global Note”"RULE 144A GLOBAL NOTE"), deposited with the Trustee, as custodian for the DepositaryDepositary or its nominee, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.6(h). The aggregate principal amount of the U.S. Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form set forth in Exhibit A (the "TEMPORARY REGULATION S GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6(h). At any time following 40 days after the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Issuers of a duly executed certificate substantially in the form of Exhibit D(1) hereto, a single permanent global Global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore "PERMANENT REGULATION S GLOBAL NOTE," and together with the Temporary Regulation S Global Note”, the "REGULATION S GLOBAL NOTE") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time provided shall be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedand the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note transferred. Notes offered and sold to institutional accredited investors (as defined in reliance on Regulation D Rule 501(a)(1), (2), (3) or (7) under the Securities Act Act) ("INSTITUTIONAL ACCREDITED INVESTORS") shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”CERTIFICATED NOTES"). Notes Securities issued pursuant to Section 2.07 2.6 hereof in exchange for interests in the Offshore Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent certificated Certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical "OFFSHORE CERTIFICATED Notes”"). The Offshore Physical Certificated Notes and U.S. Physical Certificated Notes are sometimes collectively herein referred to as the "CERTIFICATED NOTES." The Rule 144A Global Note and the Regulation S Global Note are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes"GLOBAL NOTES."

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold to Accredited Investors or in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "Global Note”"), deposited with the Trustee, as custodian for the DepositaryDTC, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.15(a) and (b). The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDTC, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. "Offshore Physical Notes”"), duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.15(a). Notes issued pursuant offered and sold to Section 2.07 Accredited Investors or in exchange for interests in the Offshore Global Note shall reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form form, in substantially in the form set forth in Exhibit A (the “Offshore "U.S. Physical Notes”"), duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.15(a). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to herein as the “"Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes."

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, each of the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “"U.S. Global Note”GLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single one or more permanent global Note Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) "OFFSHORE GLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”PHYSICAL NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”"OFFSHORE PHYSICAL NOTES"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "PHYSICAL NOTES". The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”"GLOBAL NOTES". The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Subject to Section 2.15, the Notes and the Trustee’s 's certificate of authentication authentication, in respect thereof, shall be substantially in the form annexed hereto as of Exhibit A. A, the terms of which are incorporated in and made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Any such notations, legends or endorsements not contained in the Notesforms of Note attached as Exhibit A hereto shall be delivered in writing to the Trustee. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A Note shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In the event of any inconsistency between the Notes offered and sold in reliance on Rule 144A shall this Indenture, this Indenture controls. The Notes will be issued initially (i) in global form (the "Global Note"), substantially in the form of a single permanent global Note Exhibit A attached hereto (including the text referred to in registered footnotes 1 and 2 thereto) and (ii) in definitive form (the "Definitive Notes"), substantially in the form set forth in of Exhibit A attached hereto (excluding the “U.S. Global Note”text referred to in footnotes 1 and 2 thereto), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Global Note shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon; provided, that the U.S. Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited accordance with the Trustee, as custodian for the Depositary, duly executed instructions given by the Company and authenticated Holder thereof as required by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes2.6 hereof.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A and the Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B. The Additional Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A prior to the issuance of the Exchange Notes and shall be substantially in the form of Exhibit B following the issuance of the Exchange Notes. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. At the time of issuance, each Security shall have an executed Guarantee from each of the then existing Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes Securities, annexed hereto as Exhibit Exhibits A and B, and the Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold Securities issued in reliance on Rule 144A the Offering shall be issued initially in the form of a single one or more permanent global Note Global Securities in registered form form, substantially in the form set forth in Exhibit A (the “U.S. Global Note”)A, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold Securities issued in offshore transactions in reliance on Regulation S shall be issued initially exchange for interests in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note Securities pursuant to Section 2.15 may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes Securities in registered form in substantially (the form "Physical Securities") and shall bear the first legend set forth in Exhibit A (the “U.S. Physical Notes”)Section 2.14. Notes issued pursuant to Section 2.07 All Securities offered and sold in exchange for interests in the Offshore Global Note reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially in a Global Security until the form set forth in Exhibit A (consummation of the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred Exchange Offer pursuant to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesRegistration Rights Agreement.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To Each of the extent applicableCompany, the Company Trustee and the TrusteePaying Agent, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. Global NoteNotes”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent one or more global Note Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Global NoteNotes”) ), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. Notes which are offered and sold to Institutional Accredited Investors which are not QIBs (other than in offshore transactions in reliance on Regulation D under the Securities Act S) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes or the Offshore Global Note Notes shall be in the form of U.S. Physical Notes or in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to herein as the “Physical Notes”. .” The U.S. Global Note Notes and the Offshore Global Note Notes are sometimes collectively referred to herein as the “Global Notes”. .” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Additional Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form annexed of Exhibit A hereto as (“Global Notes”). The Exchange Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A. B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or DTC rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and originally sold in reliance on Rule 144A to QIBs shall be issued initially in the form of a single one or more permanent global Note notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. QIB Global NoteNotes”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Notes”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “Regulation S Global Notes”), deposited with the Trustee, as custodian for the DepositaryDepository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by participants through Euroclear or Clearstream. The aggregate principal amount of the U.S. any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDTC, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers Officer executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Series A Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage in addition to which the Company is subject or usagethose set forth in Exhibit A hereto. The Company Series B Notes shall approve be substantially in the form of Exhibit B hereto. The notation on each note relating to the Notes and any notationGuarantees shall be substantially in the form set forth on Exhibit C, legend or endorsement on the Noteswhich is part of this Indenture. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and the extent applicableCompany, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "Rule 144A Global Note”"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent temporary global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore "Temporary Regulation S Global Note”) "), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount At any time following 40 days after the later of the Offshore commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit D(1) hereto, a single permanent Global Note may from time to time in registered form substantially in the form set forth in Exhibit A (the "Permanent Regulation S Global Note," and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depositary or Depositary, and the Registrar shall reflect on its nominee, as hereinafter providedbooks and records the date and a decrease in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note transferred. Notes offered and sold to institutional accredited investors (as defined in reliance on Regulation D Rule 501(a)(1), (2), (3) or (7) under the Securities Act Act) ("Institutional Accredited Investors") shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Certificated Notes”"). Notes Securities issued pursuant to Section 2.07 2.6 in exchange for interests in the Offshore Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent certificated Certificated Notes in registered form substantially in the form set forth in Exhibit A (the “"Offshore Physical Certificated Notes”"). The Offshore Physical Certificated Notes and U.S. Physical Certificated Notes are sometimes collectively herein referred to as the "Certificated Notes." The Rule 144A Global Note and the Regulation S Global Note are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “"Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes."

Form and Dating. The Notes and the Trustee’s authentication agent's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, by stock exchange agreements to which FelCor LP or the Company is Guarantors are subject or by usage. The Company FelCor LP shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, FelCor LP, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (collectively, the “U.S. Global NoteNotes”), deposited with the TrusteeRegistrar, as custodian for the Depositary, duly executed by the Company FelCor LP and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent one or more temporary global Note Notes in registered form substantially in the form set forth in Exhibit A (the “Temporary Offshore Global NoteNotes”) deposited with the TrusteeRegistrar, as custodian for the Depositary, duly executed by the Company FelCor LP and authenticated by the Trustee or authenticating agent as hereinafter provided. The aggregate At any time following 40 days from the initial issuance of a series of notes (the “Offshore Notes Exchange Date”), upon receipt by the Trustee and FelCor LP of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the “Permanent Offshore Global Notes,” and together with the Temporary Offshore Global Notes, the “Offshore Global Notes”) duly executed by FelCor LP and authenticated by the Trustee or authenticating agent as hereinafter provided shall be deposited with the Registrar as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Note may from time Notes in an amount equal to time be increased or decreased by adjustments made on the records principal amount of the Trustee, as custodian for beneficial interest in the Depositary or its nominee, as hereinafter providedTemporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Off-shore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to herein as the “Physical Notes”. .” The U.S. Global Note Notes and the Offshore Global Note Notes are sometimes collectively referred to herein as the “Global Notes”. .” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Senior Subordinated Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Senior Subordinated Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rules or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Senior Subordinated Note shall be dated the date of its authentication. The Senior Subordinated Notes shall be issued initially in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form of the Senior Subordinated Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Senior Subordinated Notes offered and sold issued in reliance on Rule 144A global form shall be issued initially substantially in the form of a single permanent global Note Exhibit A attached hereto (including the text referred to in registered footnotes 1 and 2 thereto). Senior Subordinated Notes issued in definitive form shall be substantially in the form set forth in of Exhibit A attached hereto (but without including the “U.S. text referred to in footnotes 1 and 2 thereto). Each Global Note”), deposited with Note shall represent such of the Trustee, outstanding Senior Subordinated Notes as custodian for shall be specified therein and each shall provide that it shall represent the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Senior Subordinated Notes from time to time endorsed thereon and that the U.S. Global Note aggregate principal amount of outstanding Senior Subordinated Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Senior Subordinated Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited accordance with the Trustee, as custodian for the Depositary, duly executed instructions given by the Company and authenticated Holder thereof as required by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes2.06 hereof.

Form and Dating. Provisions relating to the Existing Securities (consisting of the Consenting Securities and the Non-Consenting Securities), the Additional Securities, the Private Exchange Notes and the Exchange Notes are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The (a) Consenting Securities and the Trustee's certificate of authentication, (b) Private Exchange Notes and the Trustee’s 's certificate of authentication and (c) Additional Securities (if issued as Transfer Restricted Securities), if any, and the Trustee's certificate of authentication shall each be substantially in the form annexed hereto of Exhibit A-1 hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and the Additional Securities issued other than as Transfer Restricted Securities, if any, and the Trustee's certificate of authentication and the Non-Consenting Notes and the Trustee's certificate of authentication shall each be substantially in the form of Exhibit A. B-1 or B-2, hereto, as applicable, both of which are hereby incorporated in and expressly made a part of this Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company or any Note Guarantor is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesCompany). Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A Securities shall be issued initially in the form of a single permanent global Note issuable only in registered form substantially without interest coupons and only in denominations of $1,000 principal amount and integral multiples thereof; provided that (x) the form set forth in Exhibit A (the “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on Consenting Securities shall equal the records aggregate Accreted Value as of the Trustee, as custodian for Closing Date of the Depositary or its nominee, as hereinafter provided. Notes offered Existing Securities with respect to which consents to the Amendments were given and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed accepted by the Company Company, which is $250,607,280 and authenticated by (y) the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made Exchange Notes and Private Exchange Notes issued in exchange for any Consenting Securities shall equal the aggregate principal amount of such Consenting Securities; provided further that Additional Securities issued as payment of interest, including Additional Interest, if any, on the records of Consenting Securities, the Trustee, as custodian for Exchange Notes and the Depositary or its nominee, as hereinafter provided. Private Exchange Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in denominations of $0.01 and integral multiples of $0.01. Except as otherwise specified herein, the form Initial Securities, the Private Exchange Notes and the Exchange Notes shall vote and consent together on all matters (as to which any of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note Securities may vote or consent) as one class and shall be in the form treated as a single class of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesSecurities issued under this Indenture.

Form and Dating. The Series A Notes and the Series B Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of Exhibits A-1 and A-2, respectively. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Global Notes in registered form form, substantially in the form set forth in Exhibit A A-1 (the “U.S. "Global Note”Notes"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by and shall bear the Company and authenticated by the Trustee as hereinafter provided. legend set forth on Exhibit B. The aggregate principal amount of the U.S. any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore one or more Global Note”) Notes deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by and shall bear the Company and authenticated by legend set forth on Exhibit B or shall be issued in the Trustee as hereinafter provided. The aggregate principal amount form of certificated Notes in registered form set forth in Exhibit A-1 (the "Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedPhysical Notes"). Notes offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “A-1(the "U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to herein as the “"Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes."

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form forms annexed hereto as Exhibit A. Exhibits A and B with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, law or stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notessubject. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form forms of the Notes Note annexed hereto as Exhibit Exhibits A and B shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Securities Act shall be (i) issued initially only in the form of a single one or more permanent global Note Notes in registered form substantially in the form set forth in Exhibit A without interest coupons (the “U.S. each, a "Rule 144A Global Note”"), deposited with the Trustee, as custodian for the Depositary, (ii) duly executed by the Company and authenticated by the Trustee as hereinafter provided, (iii) registered in the name of the Depositary or its nominee for credit to the respective accounts of Holders at the Depositary and (iv) deposited with the Trustee, as custodian for the Depositary. Rule 144A Global Notes shall be substantially in the forms set forth in Exhibits A and B attached hereto (including the text and schedule called for by footnotes 1 and 5 thereto). The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold outside the United States to persons other than "U.S. persons", as defined in Regulation S under the Securities Act ("Non-U.S. Persons"), in reliance on Regulation S under the Securities Act shall be issued initially only in the form of one or more temporaryglobal Notes in registered form without interest coupons (each, a "Regulation S Temporary Global Note"). Each Regulation S Temporary Note shall be (i) duly executed by the Company and authenticated by the Trustee as hereinafter provided, (ii) registered in the name of Depositary or its nominee, for credit to the accounts of Euroclear and Cedelbank and (iii) deposited with the Trustee, as custodian for the Depositary. Regulation S Temporary Global Notes shall be substantially in the forms set forth in Exhibits A and B attached hereto (including the text and schedule called for by footnotes 1 and 5 thereto). Prior to the 40th day following the later of commencement of the offering of the Notes and the Issue Date (such period through and including the 40th day, the "Restricted Period"), beneficial interests in the RegulationS Temporary Global Note may only be held through Euroclear or Cedelbank, and any resale or transfer of such interests to U.S. persons shall not be permitted during such period unless such resale or transfer is made in accordance with the procedures set forth in this Article II, including, without limitation, receipt by the Trustee of a written certification from the transferor of the beneficial interest in the form provided herein to the effect that such transfer is being made to (i) a person whom the transferor reasonably believes is a Qualified Institutional Buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of such Rule or (ii) an Institutional Accredited Investor purchasing for its own account or for the account of such an Institutional Accredited Investor, subject to delivery of the letters and opinions contemplated by the Indenture. At any time after Restricted Period, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit C attached hereto, one or more permanent global Notes in registered form without interest coupons (each, a "Regulation S Permanent Global Note", and together with the Regulation S Temporary Global Notes, the "Regulation S Global Notes"), shall be (i) duly executed by the Company and authenticated by the Trustee as hereinafter provided, (ii) registered in the name of Depositary or its nominee and (iii) deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Regulation S Temporary Global Notes in an amount equal to the principal amount of the beneficial interest in the Regulation S Temporary Global Notes transferred. Regulation S Permanent Global Notes shall be substantially in the forms set forth in Exhibits A and B attached hereto (including the text and schedule called for by footnotes 1 and 5 thereto). The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. The Rule 144A Global Notes offered and sold in offshore transactions in reliance on the Regulation S shall be Global Notes are sometimes referred to herein as the "Global Notes." Notes transferred to Institutional Accredited Investors and Notes issued initially in exchange for interests in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Rule 144A Global Note”Notes pursuant to Section 2.08(e) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”)") in registered form. Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Regulation S Global Note Notes pursuant to Section 2.08(e) shall be in the form theform of permanent certificated Notes (the "Regulation S Physical Notes", and together with the U.S. Physical Notes, the"Physical Notes") in registered form form. The Physical Notes shall be substantially in the form forms set forth in Exhibit Exhibits A and B attached hereto (including the “Offshore Physical Notes”text and schedule called for by footnote 5 thereto). The Offshore Global Notes or Physical Notes issued as Exchange Notes shall not bear the legend called for by footnote 2 of Exhibits A and U.S. Physical Notes are sometimes collectively referred B attached hereto, and shall bear the reference to herein as the “Physical Notes”. The U.S. Global Note "Series B" called for by footnotes 3 and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”4 of Exhibits A and B attached hereto. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which FelCor LP or the Company is Guarantors are subject or usage. The Company FelCor LP shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, FelCor LP, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (collectively, the “"U.S. Global Note”Notes"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company FelCor LP and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent one or more temporary global Note Notes in registered form substantially in the form set forth in Exhibit A (the “"Temporary Offshore Global Note”Notes") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company FelCor LP and authenticated by the Trustee as hereinafter provided. The aggregate principal amount At any time following 40 days from the initial issuance of a series of notes (the "Offshore Notes Exchange Date"), upon receipt by the Trustee and FelCor LP of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Note may from time to time Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by FelCor LP and authenticated by the Trustee as hereinafter provided shall be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depositary or Depositary, and the Registrar shall reflect on its nominee, as hereinafter providedbooks and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.certificated

Form and Dating. The Notes Restricted Securities (including the Initial Notes) and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A-1 (in the case of Fixed Rate Notes) and Exhibit A-2 (in the case of Floating Rate Notes). Unrestricted Notes (including Exchange Notes issued pursuant to the registered exchange offer in accordance with the Registration Rights Agreement and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A-3 (in the case of Fixed Rate Notes) and Exhibit A-4 (in the case of Floating Rate Notes). The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. Notes that are Restricted Securities (including the Initial Notes) shall bear the Private Placement Legend. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E hereto. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Preferred Securities and the Property Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto of Exhibit A-1 and the Common Securities shall be substantially in the form of Exhibit A-2, each of which is hereby incorporated in and expressly made a part of this Agreement. The Securities may be in definitive or global form and may be printed, lithographed or engraved or may be produced in any other manner as Exhibit A. is reasonably acceptable to an Administrative Trustee, as evidenced by the execution thereof. The Notes Securities may have notationsletters, CUSIP or other numbers, notations or other marks of identification or designation and such legends or endorsements required by law, stock exchange or quotation system rule, agreements to which the Company Trust is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesTrust). An Administrative Trustee, at the direction of the Sponsor, shall furnish any such legend not contained in Exhibits A-1 or A-2 to the Property Trustee in writing. Each Note Preferred Security shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, Securities set forth in Annex I and the forms of Securities set forth in Exhibits A-1 and A-2 are hereby expressly made, a part of the terms of this Indenture. To Agreement and to the extent applicable, the Company Property Trustee and the TrusteeSponsor, by their execution and delivery of this IndentureAgreement, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A The following four paragraphs shall apply only to any Global Preferred Securities. The Preferred Securities shall be issued initially in the form of a single one or more permanent global Note Securities in definitive, fully registered form substantially in without Distribution coupons with the form appropriate global legends set forth in Exhibit A A-1 hereto (the “U.S. a "Global Note”Preferred Security"), which shall be deposited on behalf of the purchasers of the Preferred Securities represented thereby with the Property Trustee, as custodian for the DepositaryClearing Agency, and registered in the name of the Clearing Agency or a nominee of the Clearing Agency, duly executed by an Administrative Trustee on behalf of the Company Trust and authenticated by the Property Trustee as hereinafter provided. The aggregate principal amount number of Preferred Securities represented by the U.S. Global Note Preferred Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Property Trustee and the Depositary Clearing Agency or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee nominee as hereinafter provided. The aggregate principal amount Holder of a Global Preferred Security may grant proxies and otherwise authorize any Person, including Participants (as defined below) and Persons that may hold interests through Participants, to take any action which such Holder is entitled to take under this Agreement or the Offshore Securities. An Administrative Trustee shall execute and the Property Trustee shall, in accordance with this Section 7.3, authenticate and make available for delivery initially one or more Global Note may from time Preferred Securities that (i) shall be registered in the name of Cede & Co. or other nominee of such Clearing Agency and (ii) shall be delivered by the Property Trustee to time be increased such Clearing Agency or decreased pursuant to such Clearing Agency's written instructions or held by adjustments made on the records of the Trustee, Property Trustee as custodian for the Depositary Clearing Agency. Members of, or its nomineeparticipants in, the Clearing Agency ("Participants") shall have no rights under this Agreement with respect to any Global Preferred Security held on their behalf by the Clearing Agency or by the Property Trustee as the custodian of the Clearing Agency or under such Global Preferred Security, and the Clearing Agency may be treated by the Trust, the Property Trustee and any agent of the Trust or the Property Trustee as the absolute owner of such Global Preferred Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trust, the Property Trustee or any agent of the Trust or the Property Trustee from giving effect to any written certification, proxy or other authorization furnished by the Clearing Agency or impair, as hereinafter providedbetween the Clearing Agency and its Participants, the operation of customary practices of such Clearing Agency governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Security. Notes offered and sold Except as provided in reliance on Regulation D under the Securities Act shall be issued in the form Section 9.2, owners of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for beneficial interests in the Offshore a Global Note shall Preferred Security will not be entitled to receive physical delivery of Preferred Securities in the definitive form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”"Definitive Preferred Securities"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is or the Guarantors are subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company Company, each Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Global Notes in registered form form, substantially in the form set forth in Exhibit A (the “"U.S. Global Note”Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note one or more temporary Global Notes in registered form substantially in the form set forth in Exhibit A (the “"Temporary Offshore Global Note”) Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount At any time on or after July 17, 2001, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Note may from time to time Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedand the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act transferred to Institutional Accredited Investors pursuant to Section 2.08(a) of this Indenture shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Debentures and the Trustee’s 's --------------- certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. The Notes Debentures may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes Debentures and any notation, legend or endorsement on the NotesDebentures. Each Note Debenture shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes Debentures annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Debentures offered and sold in reliance on Rule 144A shall be issued initially in the form of a single two permanent global Note Debentures in registered form form, each substantially in the form set forth in Exhibit A (the “"U.S. Global Note”----------- Debentures"), deposited with the Trustee, as custodian for the Depositary, duly ---------- executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Debentures may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes Debentures offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note Debenture in registered form substantially in the form set forth in Exhibit A (the “"Offshore -------- Global Note”Debenture") deposited with the Trustee, as custodian for the Depositary, ---------------- duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note Debenture may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes Debentures offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes Debentures in registered form in substantially the form set forth in Exhibit A (the “"U.S. ---- Physical Notes”Debentures"). Notes Debentures issued pursuant to Section 2.07 in exchange ------------------- for interests in the Offshore Global Note Debenture shall be in the form of permanent certificated Notes Debentures in registered form substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”Debentures"). ---------------------------- The Offshore Physical Notes Debentures and U.S. Physical Notes Debentures are sometimes collectively referred to herein as the “"Physical Notes”Debentures". The ------------------- U.S. Global Note Debentures and the Offshore Global Note Debenture are sometimes collectively referred to herein as the “"Global Notes”Debentures". ----------------- The definitive Notes Debentures shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes Debentures may be listed, all as determined by the Officers executing such NotesDebentures, as evidenced by their execution of such NotesDebentures.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuer shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Guarantors existing on the date of issuance of such Note endorsed thereon substantially in the form of Exhibit F. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in of Exhibit A (the each a “U.S. 144A Global Note”), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form of Exhibit A (the “Temporary Regulation S Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. If required, reasonably promptly following the date that is 40 days after the later of the commencement of the offering of the Notes in reliance on Regulation S and the Issue Date, upon receipt by the Trustee and the Issuer of a duly executed certificate certifying that the Holder of the beneficial interest in the Temporary Regulation S Global Note is a Non-U.S. Person, substantially in the form of Exhibit E from the Depository, a single permanent global Note in registered form substantially in the form of Exhibit A (the “Permanent Regulation S Global Note,” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) duly executed by the Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository, and, in such case, the Registrar shall reflect on its books and records the cancellation of the Temporary Regulation S Global Note and the issuance of the Permanent Regulation S Global Note. The initial offer and resale of the Notes shall not be to an Institutional Accredited Investor. The Notes resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent Global Note in registered form, substantially in the form of Exhibit A (the “IAI Global Note,” and, together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form of Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note pursuant to Section 2.16 may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any, (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes).

Form and Dating. The Notes Securities and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form annexed hereto of Exhibit A or Exhibit B hereto, as Exhibit A. the case may be. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication, shall bear interest from the applicable date and shall be payable on the Interest Payment Dates and the Maturity Date. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit M hereto. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Securities shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in their initial distribution in reliance on Rule 144A shall Regulation S may be initially issued initially in the form of a single permanent global Note temporary Global Securities in fully registered form without interest coupons, substantially in the form set forth of Exhibit A, with such applicable legends as are provided for in Exhibit A (or Exhibit C. Such temporary Global Securities may be registered in the “U.S. Global Note”), name of the Depository or its nominee and deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount provided (and the Guarantors shall execute the Guarantees thereon), for credit by the Depository to the respective accounts of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records beneficial owners of the Trustee, Securities represented thereby (or such other accounts as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.they may

Form and Dating. The Series A Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage in addition to which the Company is subject or usagethose set forth in Exhibit A hereto. The Company Series B Notes shall approve be substantially in the form of Exhibit B hereto. The notation on each Note relating to the Notes and any notation, legend or endorsement Guarantees shall be substantially in the form set forth on the NotesExhibit C hereto. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "Rule 144A Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepositary or its nominee, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Section 2.6(h). The aggregate principal amount of the U.S. Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form set forth in Exhibit A (the "Temporary Regulation S Global Note"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6(h). At any time following 40 days after the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Issuers of a duly executed certificate substantially in the form of Exhibit D(1) hereto, a single permanent global Global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore "Permanent Regulation S Global Note”) deposited ," and together with the TrusteeTemporary Regulation S Global Note, as custodian for the Depositary, "Regulation S Global Note") duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time provided shall be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedand the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note transferred. Notes offered and sold to institutional accredited investors (as defined in reliance on Regulation D Rule 501(a)(1), (2), (3) or (7) under the Securities Act Act) ("Institutional Accredited Investors") shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Certificated Notes”"). Notes Securities issued pursuant to Section 2.07 2.6 hereof in exchange for interests in the Offshore Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent certificated Certificated Notes in registered form substantially in the form set forth in Exhibit A (the “"Offshore Physical Certificated Notes”"). The Offshore Physical Certificated Notes and U.S. Physical Certificated Notes are sometimes collectively herein referred to as the "Certificated Notes." The Rule 144A Global Note and the Regulation S Global Note are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “"Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes."

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “"U.S. Global Note”Notes"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “"Offshore Global Note”) deposited with the Trustee, as custodian for the DepositaryNotes"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time , and shall be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depositary or Depositary, and the Registrar shall reflect on its nominee, as hereinafter providedbooks and records the date and a decrease in the principal amount at maturity of the Offshore Global Notes in an amount equal to the principal amount at maturity of the beneficial interest in the Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act or issued pursuant to Section 2.07 shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “"Global Notes”. ." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Guarantees, if any, and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT A(1) hereto. The Exchange Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication shall be substantially in the form of EXHIBIT A(2) hereto. The Private Exchange Notes, the notation relating thereon to the Guarantees, if any, and the Trustee's certificate of authentication shall be substantially in the form of EXHIBIT A(1) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authenticationissuance. The terms and provisions contained in the form of Notes and the Notes Guarantees, if any, annexed hereto as Exhibit A Exhibits A(1) and A(2), shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A A(1) (the “U.S. Global Note”"GLOBAL NOTE"), deposited with the Trustee, as custodian for the DepositaryDepository, and shall bear the legend set forth in EXHIBIT B, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A A(1) (the “U.S. Physical Notes”"OFFSHORE PHYSICAL NOTES"). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Note preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form substantially form, in substan- tially the form set forth in Exhibit A A(1) (the “Offshore Physical Notes”"U.S. PHYSICAL NOTES"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes"PHYSICAL NOTES."

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company Company, the Subsidiary Guarantors and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form forms of the Notes and the Subsidiary Guarantees, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note notes in registered form form, in substantially in the form set forth in Exhibit A (the “U.S. "Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. "Offshore Physical Notes”"). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in reliance on any other manner permitted by exemption from registration under the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.Securities Act other

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Guarantees and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A(1) hereto. The Exchange Notes, the notation thereon relating to ------------ the Guarantees and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A(2) hereto. The Notes may have notations, ------------ legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authenticationissuance. The terms and provisions contained in the form of Notes and the Notes Guarantees annexed hereto as Exhibit A Exhibits A(l) and A(2), shall constitute, and are hereby ------------- ---- expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A A(l) (the “U.S. "Global Note”"), ------------ ----------- deposited with the Trustee, as custodian for the DepositaryDepository, and shall bear the legend set forth in Exhibit B, duly executed by the Company and the Subsidiary --------- Guarantors, if any, and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A A(l) (the “U.S. ------------ "Offshore Physical Notes”"). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other ----------------------- exemption from registration under the Securities Act other than as described in the Offshore Global Note preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form form, in substantially in the form set forth in Exhibit A A(1) (the “Offshore "U.S. Physical Notes”"). The Offshore Physical Notes and the ------------ ------------------- U.S. Physical Notes are sometimes collectively herein referred to herein as the “"Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes." ---------------

Form and Dating. The Initial Notes and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form annexed hereto of Exhibits A or B, as Exhibit A. applicable. The Exchange Notes, and the notation relating to the Trustee’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit A Exhibits A, B, C and D shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company the Trustee and the TrusteePrincipal Paying Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and sold the Definitive Notes shall be issuable only in reliance on registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificated depositary interest representing the Regulation S Global Note, and one certificated depositary interest representing the Rule 144A Global Note and, if and when issued, one certificated depositary interest representing the Exchange Global Note, certificated in each case to the Common Depositary. The Book-Entry Depositary, acting as agent of the Company, shall be issued initially maintain a book-entry system and shall record the Common Depositary as the registered owner of a certificated depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Common Depositary of such certificated depositary interests, the Clearing Agency will record beneficial interests in the form Global Notes represented by such certificated depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of a single permanent global Note the individual book-entry interests in registered form substantially in the form set forth in Exhibit A such Global Notes (the “U.S. Global NoteBook-Entry Interests”), deposited ) to the accounts of persons who have accounts with the TrusteeClearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, as custodian for and the Depositarytransfer of that ownership will be effected only through, duly executed records maintained by the Company Clearing Agency (with respect to interests of participants) and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of participants (with respect to interests of persons other than participants). As long as the TrusteeNotes are in global form, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold Principal Paying Agent (in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records lieu of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act ) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.responsible for:

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company or any Guarantor is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company Company, each Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “"U.S. Global Note”Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary Depositary, or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent one or more temporary global Note Notes in registered form substantially in the form set forth in Exhibit A (the “"Temporary Offshore Global Note”) Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount At any time on or after September 1, 1999, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A hereto (the "Permanent Offshore Global Note may from time to time Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes"), duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depositary Depositary, or its nominee, as hereinafter provided. Notes offered and sold in reliance the Registrar shall reflect on Regulation D under its books and records the Securities Act shall be issued date and a decrease in the form principal amount of permanent certificated the Temporary Offshore Global Notes in registered form an amount equal to the principal amount of the beneficial interest in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”)Temporary Offshore Global Notes transferred. Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes and the Offshore Global Note Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A hereto (the “"U.S. Physical Notes" and the "Offshore Physical Notes”", respectively). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “"Global Notes”. ." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. If applicable, each Note shall have an executed Guarantee from each of the Guarantors, if any, existing on or after the Issue Date endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Guarantees, if any, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form form, substantially in the form set forth in Exhibit A (the “U.S. 144A Global Note”), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having, if applicable, an executed Guarantee from each of the Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of provided and shall bear the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form of Exhibit A (the “Regulation S Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having, if applicable, an executed Guarantee from each of the Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The initial offer and resale of the Notes shall not be to an Institutional Accredited Investor. The Notes resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent Global Note in registered form, substantially in the form set forth in Exhibit A (the “Offshore IAI Global Note,” and, together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Notes”) ), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having, if applicable, an executed Guarantee from each of the Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Exhibit B. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having, if applicable, an executed Guarantee from each of the Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. The aggregate principal amount of the Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in reliance on Regulation D under the Securities Act shall exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any, (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes).

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage in addition to which the Company is subject or usagethose set forth in Exhibit A hereto. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Global Notes. Notes offered and sold issued in reliance on Rule 144A global form shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “U.S. evidenced by one or more Global Note”)Notes, deposited with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Each Global Note shall represent such of the outstanding Notes offered and sold in offshore transactions in reliance on Regulation S as shall be issued initially in specified therein and each shall provide that it shall represent the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Offshore Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions and transfers of interests therein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or Note Custodian, at the election of the Trustee, in accordance with instructions given by the Holder thereof as custodian for required by Section 2.6 hereof. Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company or any Guarantor is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company Company, each Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single two permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "Restricted Globals"). The Restricted Global Note”initially offered and sold in reliance on Rule 144A to holders electing settlement through DTC (the "DTC Rule 144A Global"), shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, at its New York office, as custodian for DTC, and registered in the Depositaryname of Cede & Co., as nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided herein. The Restricted Global initially offered and sold in reliance on Rule 144A to holders electing settlement through Euroclear or Clearstream (the "European 144A Global") shall be deposited on behalf of the holders of the Notes represented thereby with the Common Depositary, as common depositary for Euroclear and Clearstream, and registered in the name of the Common Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as provided herein, for credit to the accounts of Euroclear and Clearstream (or such other accounts as they may direct). The DTC Rule 144A Global, the European Rule 144A Global and all other Notes evidencing the debt, or any portion of the debt, initially evidenced by such Rule 144A Global or European Rule 144A Global, shall collectively be referred to herein as the "U.S. Notes." The aggregate principal amount of the U.S. DTC Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar as hereinafter provided (or by the issue of a further DTC Rule 144A Global), in connection with a corresponding decrease or increase in the aggregate principal amount of the European Rule 144A Global or the Regulation S Global or in consequence of the issue of Certificated Notes or additional U.S. Notes, as custodian for hereinafter provided. The aggregate principal amount of the Depositary European Rule 144A Global may from time to time be increased or its nomineedecreased by adjustments made on the records of the Registrar as hereinafter provided (or by the issue of a further European Rule 144A Global), in connection with a corresponding decrease or increase in the aggregate principal amount of any of the DTC Rule 144A Global or the Regulation S Global or in consequence of the issue of Certificated Notes or additional U.S. Notes as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent temporary global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”"Temporary Regulation S Global") registered in the name of a nominee of the Common Depositary for the accounts of Euroclear and Clearstream, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Common Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following September 4, 2000, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Regulation S Global" and, together with the Temporary Regulation S Global, the "Regulation S Global") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Common Depositary which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global transferred. The aggregate principal amount of the Offshore a Regulation S Global Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" of Euroclear and "The General Terms and Conditions of Clearstream" and "Customer Handbook" of Clearstream shall be applicable to interests in the Global Notes offered that are held by Agent Members through Euroclear and sold in reliance on Regulation D under the Securities Act Clearstream. Notes which are transferred to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Certificated Notes”"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Regulation S Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical "Regulation S Certificated Notes”"). Notes issued pursuant to Section 2.07 in exchange for interests in a Restricted Global shall be in the form of the U.S. Certificated Note. The Offshore Physical Regulation S Certificated Notes and the U.S. Physical Certificated Notes are sometimes collectively referred to herein as the “Physical "Certificated Notes”. ." The U.S. DTC Rule 144A Global, the European Rule 144A Global Note and the Offshore Regulation S Global Note are sometimes collectively herein referred to herein as the “"Global Notes”. ." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, law or stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notessubject. Each Note shall be dated the date of its authentication. The Notes shall be in minimum denominations of $1,000 Principal Amount and integral multiples thereof. The terms and provisions contained in the form of the Notes Note annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any Note in global form (a "Global Note") shall represent such of the outstanding Notes offered and sold in reliance on Rule 144A as shall be issued initially specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect exchanges, redemptions, purchases or conversions of such Notes permitted by this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the form Principal Amount of outstanding Notes represented thereby shall be made by the Trustee. Payment of Principal Amount, Accreted Value, accrued Additional Interest, if any, Redemption Price, Purchase Price, Fundamental Change Purchase Price or interest, if any, on any Global Note shall be made to the Holder of such Note. Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a single permanent global Holder of any Notes. The Company initially appoints The Depository Trust Company to act as Depositary with respect to the Global Notes. Initially, the Global Note in or Notes will be issued to the Depositary, registered form substantially in the form set forth in Exhibit A (name of Cede & Co., as the “U.S. Global Note”)nominee of the Depositary, and deposited with the Trustee, as custodian for Cede & Co. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the DepositarySecurities Act (or any successor provision) ("Rule 144A") and Notes offered and sold outside the United States to persons other than "U.S. persons", as defined in Regulation S under the Securities Act ("Non-U.S. Persons"), in reliance on Regulation S under the Securities Act shall be (i) issued initially only in the form of one or more permanent Global Notes in registered form without interest coupons, (ii) duly executed by the Company and authenticated by the Trustee as hereinafter provided, (iii) registered in the name of the Depositary or its nominee for credit to the respective accounts of Holders at the Depositary and (iv) deposited with the Trustee, as custodian for the Depositary. Global Notes shall be substantially in the form set forth in Exhibit A attached hereto. The aggregate principal amount Principal Amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited accordance with the Trustee, as custodian for the Depositary, duly executed instructions given by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeHolder thereof, as hereinafter provided. Notes offered and sold in reliance on Regulation D under that are not Restricted Securities shall not bear the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Restricted Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”Legend. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Preferred Securities and the Property Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto of Exhibit A-1 and the Common Securities shall be substantially in the form of Exhibit A-2, each of which is hereby incorporated in and expressly made a part of this Agreement. The Securities may be in definitive or global form and may be printed, lithographed or engraved or may be produced in any other manner as Exhibit A. is reasonably acceptable to an Administrative Trustee, as evidenced by the execution thereof. The Notes Securities may have notationsletters, CUSIP or other numbers, notations or other marks of identification or designation and such legends or endorsements required by law, stock exchange or quotation system rule, agreements to which the Company Trust is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesTrust). An Administrative Trustee, at the direction of the Sponsor, shall furnish any such legend not contained in Exhibits A-1 or A-2 to the Property Trustee in writing. Each Note Preferred Security shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, Securities set forth in Annex I and the forms of Securities set forth in Exhibits A-1 and A-2 are hereby expressly made, a part of the terms of this Indenture. To Agreement and to the extent applicable, the Company Property Trustee and the TrusteeSponsor, by their execution and delivery of this IndentureAgreement, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A The following four paragraphs shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “U.S. apply only to any Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Preferred Securities: The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Preferred Securities Act shall be issued in the form of one or more permanent certificated Notes global Securities in definitive, fully registered form in substantially without Distribution coupons with the form appropriate global legends set forth in Exhibit A A-1 hereto (a "Global Preferred Security"), which shall be deposited on behalf of the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange purchasers of the Preferred Securities represented thereby with the Property Trustee, as custodian for interests the Clearing Agency, and registered in the Offshore name of the Clearing Agency or a nominee of the Clearing Agency, duly executed by an Administrative Trustee on behalf of the Trust and authenticated by the Property Trustee as hereinafter provided. The Global Note Preferred Security shall represent such of the outstanding Preferred Security as shall be specified in the form "Schedule of permanent certificated Notes Exchanges of Interests of Global Preferred Security" attached thereto or otherwise in registered form substantially accordance with the procedures, of the Clearing Agency, which, in the form set forth case of a Global Preferred Security that is not a component of a CRESTS Unit, initially shall have a zero balance, and the Property Trustee shall make the necessary endorsement to the "Schedule of Exchanges of Interests of Global Preferred Security" or otherwise comply with the procedures of the Clearing Agency to increase the number of outstanding Preferred Securities represented by a Global Preferred Security that is not a component of a CRESTS Unit upon a separation of a CRESTS Unit in Exhibit A (accordance with the “Offshore Physical Notes”)Unit Agreement. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred Property Trustee shall make such other necessary endorsements to herein as the “Physical Notes”Global Preferred Security to reflect the appropriate number of outstanding Preferred Securities represented thereby. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination Holder of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.a

Form and Dating. The Series A Notes and the Series B Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of Exhibits A-1 and A-2, respectively. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of Notes and the Notes annexed hereto as Exhibit A Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Global Notes in registered form form, substantially in the form set forth in Exhibit A A-1 (the “U.S. "Global Note”Notes"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by and shall bear the Company and authenticated by the Trustee as hereinafter provided. legend set forth on Exhibit B. The aggregate principal amount of the U.S. any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note certificated Notes in registered form substantially in the form set forth in Exhibit A (the “A-1(the "Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedPhysical Notes"). Notes offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “A-1(the "U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to herein as the “"Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes."

Form and Dating. The Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note Security shall be dated the date of its authentication. The Securities will be issued in registered form, without coupons. Securities issued in exchange for Exchangeable Preferred Stock will be issued in principal amounts of $1,000 and integral multiples thereof to the extent possible, and will also be issued in principal amounts less than $1,000 so that each holder of Exchangeable Preferred Stock will receive certificates representing the entire amount of Securities to which such holder's shares of Exchangeable Preferred Stock entitle such holder; provided that the Company may pay cash in lieu of issuing a Security in a principal amount less than $1,000. The aggregate principal amount of the Securities shall be limited to the liquidation preference of the Exchangeable Preferred Stock, plus, without duplication, accumulated and unpaid dividends, on the date or dates on which it is exchanged for Securities (plus any additional Securities issued in lieu of cash interest). The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Securities shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Indenture and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold Securities issued in reliance on Rule 144A global form shall be issued initially substantially in the form of a single permanent global Note Exhibit A attached hereto (including the text referred to in registered footnote 1 thereto). Securities issued in definitive form shall be substantially in the form set forth in of Exhibit A attached hereto (but without including the “U.S. text referred to in footnote 1 thereto). Each Global Note”), deposited with Security shall represent such of the Trustee, outstanding Securities as custodian for shall be specified therein and each shall provide that it shall represent the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the U.S. Global Note aggregate amount of outstanding Securities represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by adjustments made on the records Trustee or the Security Custodian, at the direction of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited accordance with the Trustee, as custodian for the Depositary, duly executed instructions given by the Company and authenticated Holder thereof as required by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.2.04 hereof

Form and Dating. The Notes Securities and the Exchange Securities, and the notation relating to the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of Exhibits A-1 and A-2, respectively. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule, depository rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Securities, annexed hereto as Exhibit A Exhibits A-1 and A-2, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall or in reliance on any other exemption from registration under the Securities Act may be issued initially in the form of a single one or more permanent global Note Global Securities in registered form form, substantially in the form set forth in Exhibit A A-1 (the “U.S. "Global Note”Securities"), deposited with with, or on behalf of, the TrusteeDepositary and registered in the name of Cede & Co. or such other nominee, as custodian for nominee of the Depositary, duly executed by and shall bear the Company and authenticated by the Trustee as hereinafter provided. legend set forth on Exhibit B. The aggregate principal amount of the U.S. any Global Note Security may from time to time be increased or decreased by adjustments made on the records of the TrusteeDepositary and the Registrar, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company . Securities issued in exchange for interests in a Global Security pursuant to Section 2.15 and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes Securities offered and sold in reliance on Regulation D any exemption from registration under the Securities Act shall may be issued in the form of permanent certificated Notes securities in registered form in substantially the form set forth in Exhibit A A-1 (the “U.S. Physical Notes”"Certificated Securities"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and any Additional Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or DTC rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantor party hereto and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebythereby upon authentication thereof pursuant to this Indenture. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. 144A Global NoteNotes”), deposited with the Trustee, as custodian for DTC, and registered in the Depositaryname of DTC or the nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Notes”), deposited with the Trustee, as custodian for DTC, and registered in the name of DTC or the nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more notes in registered, global form without interest coupons, substantially in the form set forth in Exhibit A (the “Regulation S Global Notes”), deposited with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. During the Restricted Period, beneficial interests in the Regulation S Global Notes may be held only through Euroclear and Clearstream (as indirect participants in DTC), unless transferred to a Person that takes delivery through a Rule 144A Global Note in accordance with the certification requirements set forth in Section 2.16. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by participants through Euroclear or Clearstream. Exchange Notes issued in exchange for a like principal amount of Initial Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit B, deposited with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDTC, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers Officer executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuer shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and any Subsidiary Guarantees entered into pursuant to Section 4.15 shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "144A Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of provided and shall bear the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form of Exhibit A (the "Regulation S Global Note"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The initial offer and resale of the Notes shall not be to an Institutional Accredited Investor. The Notes resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent Global Note in registered form, substantially in the form set forth in Exhibit A (the “Offshore "IAI Global Note”) ," and, together with the 144A Global Note and the Regulation S Global Note, the "Initial Global Notes"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Exhibit B. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the "Global Notes"). The aggregate principal amount of the Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in reliance on Regulation D under the Securities Act shall exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any (the “U.S. "Physical Notes”"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them shall be satisfactory to both Case New Holland and the NotesTrustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Case New Holland and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of two or more permanent global Notes (the "Global Notes"). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Global Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. " Rule 144A Global Note”") and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "Regulation S Global Note"), and in each case shall be deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Case New Holland and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Second Priority Securities and the Trustee’s certificate of authentication authentication, in respect thereof, shall be substantially in the form annexed hereto as of Exhibit A. The Notes Second Priority Securities may have notations, legends or endorsements required by law, stock exchange agreements to which rule or usage or the Company is subject or usageterms hereof. The Company shall approve the form of the Notes Second Priority Securities and any notation, legend or endorsement on thereon. Any such notations, legends or endorsements not contained in the Notesform of the Second Priority Security attached as Exhibit A shall be delivered in writing to the Trustee. Each Note Second Priority Security shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Second Priority Securities shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A Each Global Security shall represent such of the outstanding Second Priority Securities as shall be issued initially in specified therein and each shall provide that it shall represent the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Second Priority Securities from time to time endorsed thereon and that the U.S. Global Note aggregate principal amount of outstanding Second Priority Securities represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions and issuances of Additional Second Priority Securities. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Second Priority Securities represented thereby shall be made by adjustments made on the records Trustee or the Second Priority Securities Custodian, at the direction of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited accordance with the Trustee, as custodian for the Depositary, duly executed instructions given by the Company and authenticated Second Priority Holder thereof as required by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes2.6 hereof.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto, the terms of which are incorporated in and made a part of this Indenture. The notation on each Note relating to the Subsidiary Guarantees shall be substantially in the form set forth on Exhibit C, which is part of this Indenture. The Notes may have notations, legends or endorsements approved as to form by the Company and required by law, stock exchange rule, agreements to which the Company or each Restricted Subsidiary is subject subject, or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms Notes shall be issuable only in denominations of $1,000 and provisions contained integral multiples thereof. The Notes shall, in accordance with the following provisions, be issuable (i) in whole or in part in the form of the Notes annexed hereto as Exhibit A shall constituteGlobal Note and, and are hereby expressly made, a part of this Indenture. To the extent applicablein such case, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to Depositary for such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A Global Note shall be issued initially designated by the Company in an Officers' Certificate delivered to the Trustee on or prior to the Issuance Date and (ii) in definitive form in the form of a single permanent global one or more Definitive Notes. The Global Note in registered form substantially shall represent the aggregate amount of outstanding Notes of all Holders other than, in the form set forth in Exhibit A (case of Notes that are Restricted Securities, Holders that are IAIs, from time to time endorsed thereon; provided, that the “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. In the case of Notes that are Restricted Securities, Definitive Notes shall be issued to all Holders that are IAIs in the aggregate amount of outstanding Notes held by adjustments such Holders. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made on the records of by the Trustee, in accordance with instructions given by the Holder thereof as custodian for the Depositary or its nominee, as hereinafter providedrequired by Section 2.06 hereof. Notes offered Every Global Note authenticated and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of delivered hereunder will bear a single permanent global Note in registered form legend substantially in the form thereof set forth in on Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Noteshereto.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication. Each Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit F hereto executed in the manner required by Section 12.03. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note pursuant to Section 2.16 may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. "Physical Notes”"). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Note reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the form set forth in Exhibit A (Registration Rights Agreement to be complied with by the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note Company and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesGuarantor have been so complied with.

Form and Dating. The Original Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed of Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or permitted by this Indenture. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or permitted by this Indenture; provided, that Exchange Notes issued in the Exchange Offer shall not bear the legend set forth in Exhibit A hereto as indicated by footnote 2; provided, further, that Exchange Notes issued in either the Exchange Offer or the Private Exchange shall not contain any reference to Liquidated Damages and shall not include paragraph 19 of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by this Indenture, law, stock exchange agreements to which the Company is subject rule, depository rule or usage. The Company shall approve the form of the Notes and any Any such notation, legend or endorsement on shall be delivered in writing to the NotesTrustee by the Company. Each Note shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit A A, shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the TrusteeCompany, by their its execution and delivery of this Indenture, expressly agree agrees to such terms and provisions and to be bound thereby. The Original Notes offered and sold in reliance on Rule 144A shall initially will be issued initially in global form, substantially in the form of a single permanent global Note Exhibit A attached hereto (including the text set forth in registered form footnote 1 thereto and the additional schedule referred to therein) and may be issued in definitive form, substantially in the form of Exhibit A hereto (not including the text set forth in Exhibit A (footnote 1 thereto and the “U.S. Global Note”additional schedule referred to therein), . The Original Notes initially will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedNote Custodian. The Global Notes initially shall be registered in the name of the Depository or the nominee of the Depository. A Global Note shall represent such 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 U.S. Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeNote Custodian, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited accordance with the Trustee, as custodian for the Depositary, duly executed instructions given by the Company and authenticated Holder thereof as required by Section 2.06 hereof. To the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner extent permitted by the rules terms of any securities exchange on which the 9-7/8% Notes may be listedand the indenture governing the 9-7/8% Notes (the "9-7/8% Indenture"), all as determined by obligations owing under this Indenture and the Officers executing such Notes, as evidenced by their execution including interest accruing after the occurrence of such Notesan event described in clause (5) or (6) of Section 6.01 of the Indenture, shall constitute "Specified Senior Indebtedness" or similarly- designated indebtedness under the 9-7/8% Notes and the 9-7/8% Indenture and under any other existing or future subordinated indebtedness of the Company.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “"U.S. Global Note”Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 2.7 in exchange for interests in the Offshore Global Note Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “"Global Notes”. ." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes, the notation thereon relating to the Guarantees and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the form of Notes and the Notes Guarantees annexed hereto as Exhibit Exhibits A and F, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the TrusteeSubsidiary Guarantors, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 144A, Notes offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to Section 2.16 may be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. "Physical Notes”"). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Note reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the form set forth in Exhibit A (Registration Rights Agreement to be complied with by the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note Company and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesSubsidiary Guarantors have been so complied with.

Form and Dating. Provisions relating to the Initial Notes and the Exchange Notes are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The Original Cash Pay Notes, Initial Cash Pay Notes and any Additional Cash Pay Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of authentication for each shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Original PIK Election Notes, Initial PIK Election Notes and any Additional PIK Election Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of authentication for each shall each be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Cash Pay Notes, any Additional Cash Pay Notes issued other than as Transfer Restricted Notes and the Trustee’s certificate of authentication for each shall each be substantially in the form annexed hereto of Exhibit C hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Cash Pay Notes, any Additional PIK Election Notes issued other than as Transfer Restricted Notes and the Trustee’s certificate of authentication for each shall each be substantially in the form of Exhibit A. D hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company Issuer or any Guarantor, if any, is subject subject, if any, or usage. The Company shall approve the form of the Notes and usage (provided that any such notation, legend or endorsement on is in a form acceptable to the NotesIssuer). Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Cash Pay Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note issuable only in registered form substantially without interest coupons and only in the form set forth minimum denominations of $2,000 and any integral multiple of $1,000 in Exhibit A (the “U.S. Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedexcess thereof. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. PIK Election Notes offered and sold in offshore transactions in reliance on Regulation S shall will be issued only in fully registered form, without coupons, and will initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form minimum denominations of permanent certificated Notes $2,000 and any integral multiple of $1,000 in registered form excess thereof and, if a PIK Payment is made, in substantially the form set forth denominations of $1.00 and any integral multiple of $1.00 in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form excess of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes$1.00.

Form and Dating. The Initial Fixed Rate Notes and the Initial Floating Rate Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as Exhibit A. of Exhibits A-1 and A-2 hereto, respectively. The Exchange Fixed Rate Notes and the Exchange Floating Rate Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibits B-1 and B-2 hereto, respectively. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit A Exhibits A-1 and A-2, and B-1 and B-2, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A Exhibits A-1 and A-2 (the “U.S. "Global Note”Notes"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Section 2.15. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions in reliance on Regulation S shall be issued initially exchange for interests in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note Notes pursuant to Section 2.16 may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially (the form "Physical Notes") and shall bear the first legend set forth in Exhibit A (the “U.S. Physical Notes”)Section 2.15. All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Note reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred Registration Rights Agreement to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted complied with by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesCompany have been so complied with.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent one or more global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "Global Note”Notes"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Each Global Note shall bear such legends as may be in required or reasonably requested by the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”Depositary. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes. Each Global Note shall also bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 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 TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.06 OF THE INDENTURE.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To Each of the extent applicableCompany, the Company Trustee and the TrusteePaying Agent, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “"U.S. Global Note”Notes"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent one or more global Note Notes in registered form substantially in the form set forth in Exhibit A (the “"Offshore Global Note”) Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter herein provided. Notes which are offered and sold to Institutional Accredited Investors which are not QIBs (other than in offshore transactions in reliance on Regulation D under the Securities Act S) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”"). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes or the Offshore Global Note Notes shall be in the form of U.S. Physical Notes or in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “"Offshore Physical Notes”"), respectively. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to herein as the “"Physical Notes”. ." The U.S. Global Note Notes and the Offshore Global Note Notes are sometimes collectively referred to herein as the “"Global Notes”. ." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. "Offshore Physical Notes”"). Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Note preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form form, in substantially in the form set forth in Exhibit A (the “Offshore "U.S. Physical Notes”"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to herein as the “"Physical Notes”." Physical Notes shall initially be registered in the name of the Depository or the nominee of such Depository and be delivered to the Trustee as custodian for such Depository. The U.S. Except as described in this paragraph, holders of interests in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or holder of Notes for any purpose. So long as DTC (or its nominee) or the Common Depositary, as the case may be, is the registered owner or holder of a Global Note, such party will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under the Indentures and the Offshore Notes. Accordingly, each person owning a beneficial interest in a Global Note are sometimes collectively referred to herein must rely on the procedures of DTC, Euroclear and Cedel Bank, as the “case may be, and their participants or account holders to exercise any rights and remedies of a holder of Notes under the Indenture. Payments of principal and interest on the Global Notes”. The definitive Notes shall will be typedmade to DTC or its nominee, printed, lithographed or engraved or produced by any combination to the Common Depositary on behalf of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such NotesEuroclear and Cedel Bank, as evidenced by their execution of such Notesthe case may be, as the registered owners thereof.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as Exhibit of EXHIBIT A. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBITB. The Notes may have notations, legends or endorsements required by law, governmental rule or regulation, stock or other securities exchange agreements to which the Company is subject rule or depository rule or usage, or other customary usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication and shall show the date of its authentication. The additional terms and provisions contained in the form forms of the Notes and Subsidiary Guarantees, annexed hereto as Exhibit EXHIBITS A AND E, respectively, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A Rule144A shall be issued initially in the form of a single permanent one or more global Note Notes in registered form form, substantially in the form set forth in Exhibit A EXHIBITA (the “U.S. Global Note”each, a "GLOBAL NOTE"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall be Restricted Securities and shall bear the legend set forth in Section 2.03 hereof. The aggregate principal amount of the U.S. any such Global Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeNote Registrar, solely as custodian for and to the Depositary or its nomineeextent provided in Section 2.05 hereof; PROVIDED that in no event shall the aggregate principal amount of Notes outstanding at any time exceed $85,000,000, except as hereinafter providedprovided in Section 3.05 hereof. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of represented upon issuance by a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore temporary Global Note”) deposited with the Trustee, as custodian which will be exchangeable for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit EXHIBIT A (the “U.S. Physical Notes”). "OFFSHORE PHYSICAL NOTES") only upon the expiration of the "40-day restricted period" within the meaning of Rule 903(c)(3) of Regulation S. Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Note preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form form, in substantially in the form set forth in Exhibit A EXHIBITA (the “Offshore Physical Notes”"U.S. PHYSICAL NOTES"). The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes in registered form, in substantially the form set forth in EXHIBIT A, issued pursuant to the last sentence of paragraph (2) of Section 2.04, are sometimes collectively herein referred to herein as the “"PHYSICAL NOTES." Physical Notes may initially be registered in the name of the Depository or a nominee of such Depository and be delivered to the Trustee as custodian for such Depository. Beneficial owners of Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printedhowever, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution request registration of such NotesPhysical Notes in their names or the names of their nominees.

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Guarantees, if any, and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the form of Notes and the Notes Guarantees, if any, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A 144A, Notes offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "Global Note”"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by 39 -31- the Company (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall a Global Note pursuant to Section 2.16 may be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. "Physical Notes”"). All Notes issued pursuant to Section 2.07 offered and sold in exchange for interests in the Offshore Global Note reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the form set forth in Exhibit A (Registration Rights Agreement to be complied with by the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note Company and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesSubsidiary Guarantors have been so complied with.

Form and Dating. The Series A Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements rule or usage in addition to which the Company is subject or usage. those set forth in Exhibit A. The Company Series B Notes shall approve be substantially in the form of Exhibit B. The notation on each Note relating to the Notes and any notationGuarantees, legend or endorsement on if any, shall be substantially in the Notes. form set forth in Exhibit C. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To , and the extent applicableCompany, the Company Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form form, substantially in the form set forth in Exhibit A (the “U.S. "Rule 144A Global Note”"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent temporary global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore "Temporary Regulation S Global Note”) "), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following 40 days after the later of the consummation of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit C(1), a single permanent Global Note in registered form substantially in the form set forth in Exhibit A (the "Permanent Regulation S Global Note," and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary. The aggregate principal amount of the Offshore Regulation S Global Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold to institutional accredited investors (as defined in reliance on Regulation D Rule 501(a)(1), (2), (3) or (7) under the Securities Act Act) ("Institutional Accredited Investors"), if any, shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Certificated Notes”"). Notes issued pursuant to Section 2.07 2.6 in exchange for interests in the Offshore Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent certificated Certificated Notes in registered form substantially in the form set forth in Exhibit A (the “"Offshore Physical Certificated Notes”"), in the case of those issued in exchange for the Regulation S Global Note, and U.S. Certificated Notes, in the case of those issued in exchange for the Rule 144A Global Note. The Offshore Physical Certificated Notes and U.S. Physical Certificated Notes are sometimes collectively herein referred to as the "Certificated Notes." The Rule 144A Global Note and the Regulation S Global Note are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “"Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes."

Form and Dating. The Initial Notes and any Additional Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or DTC rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form forms of the Notes annexed hereto as Exhibit A and Exhibit B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantor party hereto and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebythereby upon authentication thereof pursuant to this Indenture. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. 144A Global NoteNotes”), deposited with the Trustee, as custodian for DTC, and registered in the Depositaryname of DTC or the nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of provided and shall bear the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. legend set forth in Exhibit C. Notes offered and sold in offshore transactions to Institutional Accredited Investors in reliance on Regulation S Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of a single one or more permanent global Note notes in registered form form, substantially in the form set forth in Exhibit A (the “Offshore IAI Global NoteNotes”) ), deposited with the Trustee, as custodian for DTC, and registered in the Depositaryname of DTC or the nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of provided and shall bear the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form legend set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.C.

Form and Dating. The Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E hereto. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A A, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A Regulation S of the Securities Act shall be issued initially in the form of a single permanent global Note in registered form one or more Global Notes, substantially in the form set forth in Exhibit A (the “U.S. Global Note”)A, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided. provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note pursuant to Section 2.16 may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as Exhibit of EXHIBIT A. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBITB. The Notes may have notations, legends or endorsements required by law, governmental rule or regulation, stock or other securities exchange agreements to which the Company is subject rule or depository rule or usage, or other customary usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its authentication and shall show the date of its authentication. The additional terms and provisions contained in the form forms of the Notes and Subsidiary Guarantees, annexed hereto as Exhibit EXHIBITS A AND E, respectively, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A Rule144A shall be issued initially in the form of a single permanent one or more global Note Notes in registered form form, substantially in the form set forth in Exhibit EXHIBIT A (the “U.S. Global Note”each, a "GLOBAL NOTE"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall be Restricted Securities and shall bear the legend set forth in Section 2.03 hereof. The aggregate principal amount of the U.S. any such Global Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeNote Registrar, solely as custodian for and to the Depositary or its nomineeextent provided in Section 2.05 hereof; PROVIDED that in no event shall the aggregate principal amount of Notes outstanding at any time exceed $85,000,000, except as hereinafter providedprovided in Section 3.05 hereof. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of represented upon issuance by a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore temporary Global Note”) deposited with the Trustee, as custodian which will be exchangeable for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit EXHIBIT A (the “U.S. Physical Notes”). "OFFSHORE PHYSICAL NOTES") only upon the expiration of the "40-day restricted period" within the meaning of Rule 903(c)(3) of Regulation S. Notes issued pursuant to Section 2.07 offered and sold in exchange for interests reliance on any other exemption from registration under the Securities Act other than as described in the Offshore Global Note preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form form, in substantially in the form set forth in Exhibit A EXHIBITA (the “Offshore Physical Notes”"U.S. PHYSICAL NOTES"). The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes in registered form, in substantially the form set forth in EXHIBIT A, issued pursuant to the last sentence of paragraph (2) of Section 2.04, are sometimes collectively herein referred to herein as the “"PHYSICAL NOTES." Physical Notes may initially be registered in the name of the Depository or a nominee of such Depository and be delivered to the Trustee as custodian for such Depository. Beneficial owners of Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printedhowever, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution request registration of such NotesPhysical Notes in their names or the names of their nominees.

Form and Dating. The Notes Initial Notes, the notation thereon relating to the Guarantees, if any, and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form annexed hereto as of Exhibit A. A hereto, provided, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibit B hereto. The Exchange Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on the Notesthem. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Guarantee endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the form of Notes and the Notes Guarantees, if any, annexed hereto as Exhibit A Exhibits A, B and F, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of tion S (a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “U.S. "Regulation S Global Note”"). The Company shall cause the QIB Global Notes, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company IAI Global Notes and authenticated by the Trustee as hereinafter providedRegulation S Global Notes to have separate CUSIP numbers. The aggregate principal amount of the U.S. any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. All Notes offered and sold in reliance on Regulation D under the Securities Act S shall be issued remain in the form of permanent certificated Notes in registered form in substantially a Global Note until the form set forth in Exhibit A (consummation of the “U.S. Physical Notes”). Notes issued Exchange Offer pursuant to Section 2.07 in exchange for interests the Registration Rights Agreement; provided, however, that all of the time periods specified in the Offshore Global Note shall Registration Rights Agreement to be in complied with by the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note Company and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesGuarantors have been so complied with.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT A and the Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of EXHIBIT B. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes Securities, annexed hereto as Exhibit EXHIBIT A and EXHIBIT B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Securities in registered form form, substantially in the form -40- set forth in Exhibit EXHIBIT A (the “"U.S. Global Note”GLOBAL SECURITIES"), deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount at maturity of the U.S. Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent one or more temporary global Note Securities in registered form substantially in the form set forth in Exhibit EXHIBIT A (the “Offshore Global Note”) "TEMPORARY OFFSHORE GLOBAL SECURITIES"), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter providedprovided and shall bear the legends set forth in Section 2.14. At any time on or after the 41st day after the Issue Date, upon receipt by the Trustee, Registrar and the Issuer of a certificate substantially in the form of EXHIBIT D hereto, one or more permanent global Securities in registered form substantially in the form set forth in EXHIBIT A (the "PERMANENT OFFSHORE GLOBAL SECURITIES"; and together with the Temporary Offshore Global Securities, the "OFFSHORE GLOBAL SECURITIES"), duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the Temporary Offshore Global Securities in an amount equal to the principal amount at maturity of the beneficial interest in the Temporary Offshore Global Securities transferred. The aggregate principal amount at maturity of the Offshore Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold Securities issued in reliance on Regulation D under exchange for interests in the Offshore Global Securities Act shall pursuant to Section 2.15 may be issued in the form of permanent certificated Notes Securities in registered form in substantially (the form "OFFSHORE PHYSICAL SECURITIES") and shall bear the first legend set forth in Exhibit A (the “U.S. Physical Notes”)Section 2.14. Notes issued pursuant to Section 2.07 All Securities offered and sold in exchange for interests in the Offshore Global Note reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially in an Offshore Global Security until the form set forth in Exhibit A (consummation of the “Offshore Physical Notes”)Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Notes Securities and the U.S. Physical Notes Securities are sometimes collectively herein referred to as the "PHYSICAL SECURITIES." The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes"GLOBAL SECURITIES." -41-

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form annexed hereto as of Exhibit A. A hereto. The Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them shall be satisfactory to both the NotesIssuer and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes Notes, annexed hereto as Exhibit Exhibits A and B, shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of two or more permanent global Notes (the “Global Notes”). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the “ Rule 144A Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. Regulation S Global Note”), and in each case shall be deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Notes offered and sold to a QIB in reliance on Rule 144A under the Securities Act (“Rule 144A”) or in reliance on Regulation S under the Securities Act (“Regulation S”), in each case as provided in the Purchase Agreement or any similar agreement with respect to Additional Notes shall be issued initially in the form of a single one or more permanent global Note in registered form Notes, substantially in the form as set forth in Exhibit A (1 hereto, in definitive, fully registered form without interest coupons with the “U.S. Global Note”)global securities legend and restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for Securities Custodian (or with such other Securities Custodian as the DepositaryDepository may direct), and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes offered and sold to an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall receive physical delivery of certificated Notes. Exchange Notes shall be issued in global form substantially in the form as set forth in Exhibit 2 attached hereto (with the global securities legend set forth in Exhibit 1 hereto). Private Exchange Notes shall be issued in global form substantially in the form as set forth in Exhibit 2 attached hereto (with the global securities legend and the restricted securities legend set forth in Exhibit 1 hereto). Initial Notes offered and sold to a QIB in reliance on Rule 144A or in reliance on Regulation S are sometimes referred to in this Supplemental Indenture as “Restricted Global Notes.” Exchange Notes issued in global form and Restricted Global Notes are sometimes referred to in this Supplemental Indenture as “Global Notes.” The aggregate principal amount of the U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Trustee and the Depositary Depository or its nominee, nominee as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT A and the Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of EXHIBIT B. The Notes Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on the Notesthem. Each Note Security shall be dated the date of its authentication. At the time of issuance, each Security shall have an executed Guarantee from each of the then existing Guarantors endorsed thereon substantially in the form of EXHIBIT C. The terms and provisions contained in the form of the Notes Securities, annexed hereto as Exhibit EXHIBITS A and B, and the Guarantees shall constitute, and are hereby expressly made, a part of this Indenture. To Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Global Securities in registered form, substantially in the form set forth in EXHIBIT A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14 (the "RULE 144A GLOBAL SECURITY"). Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Note”)A, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14 (the "REGULATION S GLOBAL SECURITY"). The aggregate principal amount of the U.S. Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered Through including the 40th day after the later of the commencement of the Offering and sold the Issue Date (the "RESTRICTED PERIOD"), beneficial interests in offshore transactions in reliance on the Regulation S shall Global Security may be issued initially held only through Euroclear and Cedel (as indirect participants in the form of Depositary Trust Company), unless transferred to a single permanent global Note person that takes delivery through a Rule 144A Global Security in registered form substantially accordance with Section 2.15. Securities issued in exchange for interests in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note Securities pursuant to Section 2.15 may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes Securities in registered form in substantially (the form "PHYSICAL SECURITIES") and shall bear the first legend set forth in Exhibit A (the “U.S. Physical Notes”)Section 2.14. Notes issued pursuant to Section 2.07 All Securities offered and sold in exchange for interests in the Offshore Global Note reliance on Regulation S shall be remain in the form of permanent certificated Notes in registered form substantially in a Global Security until the form set forth in Exhibit A (consummation of the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred Exchange Offer pursuant to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such NotesRegistration Rights Agreement.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form annexed hereto as Exhibit A. A, in the case of the Restricted Global, Exhibit B, in the case of the Regulation S Global, and Exhibit C, in the case of a U.S. Certificated Note. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. Each Note shall be dated the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A Exhibits A, B and C shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of a single one or more permanent global Note Notes in registered form form, substantially in the form set forth in Exhibit A (the “U.S. Global Note”"RESTRICTED GLOBAL"), registered in the name of a nominee of the Depository, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, Registrar as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent one or more temporary global Note Notes in registered form substantially in the form set forth in Exhibit A B (the “Offshore Global Note”"TEMPORARY REGULATION S GLOBAL") registered in the name of a nominee of the Depository for the accounts of Euroclear and Cedelbank, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following July 28, 1999, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit D hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit B (the "PERMANENT REGULATION S GLOBAL" and, together with the Temporary Regulation S Global, the "REGULATION S GLOBAL") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global transferred. The aggregate principal amount of the Offshore a Regulation S Global Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the Depositary Depository or its nominee, as hereinafter herein provided. Notes offered and sold in reliance on Regulation D under the Securities Act which are transferred to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A C (the “"U.S. Physical Notes”CERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Regulation S Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A C (the “Offshore Physical Notes”"REGULATION S CERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Restricted Global shall be in the form of the U.S. Certificated Note. The Offshore Physical Regulation S Certificated Notes and the U.S. Physical Certificated Notes are sometimes collectively referred to herein as the “Physical Notes”. "CERTIFICATED NOTES." The U.S. Restricted Global Note and the Offshore Regulation S Global Note are sometimes collectively herein referred to herein as the “Global Notes”. "GLOBAL NOTES." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Initial Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form annexed hereto as Exhibit A. of EXHIBIT A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of EXHIBIT B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange agreements to which the Company is subject rule or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement (including the Guarantee) on the Notesthem. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of a single permanent global Note one or more Global Securities and Securities offered and sold in registered reliance on Regulation S shall be issued initially in the form of one or more Regulation S Temporary Global Securities, substantially in the form set forth in Exhibit EXHIBIT A (the “U.S. Global Note”)hereto, deposited with the Trustee, as custodian for the DepositaryDepository, duly executed by the Company and authenticated by the Trustee as hereinafter providedprovided and shall bear the legend set forth in EXHIBIT C hereto. The aggregate principal amount of the U.S. Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nomineeDepository, as hereinafter provided. Notes offered and sold Securities issued in offshore transactions exchange for interests in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Note”) deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note Security pursuant to Section 2.16 may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form Physical Securities in substantially the form set forth in Exhibit A EXHIBIT A. The Restricted Period for the Regulation S Temporary Global Security shall be terminated upon the receipt by the Trustee of (i) a written certificate from the “U.S. Physical Notes”). Notes issued Depository, together with copies of certificates from Euroclear and Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Security (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to Section 2.07 another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in exchange for interests in the Offshore a 144A Global Note shall be in the form Security or an IAI Global Security) and (ii) receipt of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively referred to herein as the “Physical Notes”. The U.S. Global Note and the Offshore Global Note are sometimes collectively referred to herein as the “Global Notes”. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.an Opinion of