Common use of Form of Notes Clause in Contracts

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s 's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued and unpaid interest on a any Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Each Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a any Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal and accrued and unpaid interest (including Additional Interest, if any) on a each Global Note shall be made to the Holder Depositary or its nominee of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a any Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the Trustee’s certificate “Schedule of authentication to be borne by such Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be substantially in the form set forth in of Exhibit A hereto. Any attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary” attached thereto). The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Each Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased reduced or reduced increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges permitted herebyand redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in such manner and upon accordance with instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal thereof as required by this Indenture and accrued and unpaid interest on a Global Note shall be made on the records of the Trustee and the Depository. Members of, or participants in, the Depository (“Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository or under the Global Note, and the Depository (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 on for all purposes whatsoever. Notwithstanding the date foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of paymentthe Company or the Trustee from giving effect to any written certification, unless a Record Date proxy or other means of determining Holders eligible to receive payment is provided for herein. The terms authorization furnished by the Depository or (B) impair, as between the Depository and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicableits Members, the Company and operation of customary practices governing the Trustee, by their execution and delivery exercise of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebythe rights of a Holder of any Note.

Form of Notes. (a) The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Indenture. (b) Rule 144A Notes initially will be represented by one or more permanent global notes in registered form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially will be represented by one or more permanent global notes in registered form without interest coupons (collectively, the “Regulation S Global Notes”). The Rule 144A Global Notes and the Regulation S Global Notes are collectively referred to herein as the “Global Notes.” (c) Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the Indenture, this Indenture or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form . (each, a “Global Note”d) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicableCompany, the Company any Guarantors and the Trustee, by their execution and delivery of this Supplemental 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. (e) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and 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 reduced or increased, as appropriate, to reflect exchanges and redemptions on the records of the Trustee and the Depositary or its nominee. (f) Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). (g) The registration, registration of transfers and exchanges of Notes shall be effected in accordance with Section 2.08 herein.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s 's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes Any Note in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note in global form to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a Global any Note in global form shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Neither the Company nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Note, check, advice of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers.

Form of Notes. The Notes and the Trustee’s 's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit EXHIBIT A attached hereto, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositaryusage. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any (including any redemption price), on a the Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are is hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially issued by the Company in the registered form as set forth in Exhibit A hereto. Any attached hereto and all of the terms and provisions thereof are incorporated herein by reference. The Notes will be issued in the form of single fully registered global security without coupons (the "Global Note") which will be deposited with, or on behalf of, DTC, and registered in the name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in a definitive form. Unless and until it is exchanged in whole or in part for the individual notes represented thereby, a Global Note may have such letters, numbers not be transferred except as a whole by DTC to a nominee of DTC or other marks by a nominee of identification and such notations, legends DTC to DTC or endorsements as the officers executing the same may approve (execution thereof another nominee of DTC or by DTC or any nominee of DTC to be conclusive evidence a successor depository or any nominee of such approval) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectsuccessor. So long as DTC or its nominee is the registered owner of such Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the Notes are eligible represented by such Global Note for book-entry settlement with all purposes under this Supplemental Indenture. Except as described below, owners of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the Depositaryindividual Notes represented by such Global Note registered in their names, unless otherwise required will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture or this Supplemental Indenture. If DTC is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by lawthe Company within 90 days, all the Company will issue individual Notes shall be in exchange for the Global Note representing such Notes. In addition, the Company may at any time and in its sole discretion, subject to certain limitations set forth in the Indenture, determine not to have any of such Notes represented by one or more Global Notes and in such event will issue individual Notes in global form (each, a “Global Note”) registered in exchange for the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent or Notes representing such principal amount debt Securities. Individual Notes so issued will be issued in denominations of the Outstanding Notes as shall $1,000 and integral multiples thereof and will be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchasesissued in registered form only, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebywithout coupons.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which are incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or as may be required by the Custodian or the Depositary, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers transfers, exchanges or exchanges issuances of additional Notes permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon written instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal (including any Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on a interest, if any, on, the Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form Form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal and accrued and unpaid interest on a the Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. (a) The Notes shall contain the terms set forth in, and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form of, Exhibit A hereto. The terms and provisions contained in the form of Notes set forth in Exhibit A heretoshall constitute, and are hereby expressly made, a part of the Indenture, as supplemented by this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers Authorized Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the Indenture, as supplemented by this Supplemental Indenture, or as may be required by the Depositary, Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. . (b) So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated herein, all of the Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The Notes shall be issued initially in the form of one or more permanent Global Securities in registered form, substantially in the form set forth in Exhibit A (the “Global Note”), 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 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, in accordance with the instructions given by the Holder thereof, as hereinafter provided. The transfer and exchange of beneficial interests in a any such Global Note, which does not involve the issuance of a definitive Note, Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the applicable procedures of the Depositary thereforDepositary. A Except as provided in the Indenture, beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note. Any Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversionsredemptions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture and this Supplemental Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a any Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyNote.

Form of Notes. The (a) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto), which is incorporated in and made a part of this Indenture. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon 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 reduced or increased, as appropriate, to reflect purchases, conversions and redemptions. Any endorsement of a Global Note to reflect the amount of any decrease or increase in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee’s , in accordance with instructions given by the holder thereof as required by Section 2.5. The Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinusage. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. (b) 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 any 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 (i) 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 (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note.

Form of Notes. The Notes and the Trustee’s 's certificate of ------------- authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Indenture. --------- Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositaryusage. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any (including any redemption price), on a the Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are is hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s 's certificate of ------------- authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Indenture. --------- Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a any Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit ------- A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental - Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary or by the Financial Industry Regulatory Authority in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Each Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversionsput exercises, transfers or exchanges permitted hereby. Any endorsement of a any Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal and accrued and unpaid interest on a each Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate Certificate of authentication Authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which are incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Supplemental Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Supplemental Indenture. Payment of principal and principal, accrued and unpaid interest interest, premium, if any (including any Fundamental Change Repurchase Price) and conversion proceeds, if any, on a the Global Note shall be made to or upon the Holder order of the holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. (a) The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A hereto. hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, 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. (b) Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the DepositaryCustodian, the Common Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. . (c) So long as the Notes are eligible for book-entry settlement with the Common Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes shall will be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Common Depositary or the nominee of the Common Depositary. The transfer and exchange of beneficial interests in a any such Global Note, which does not involve the issuance of a definitive Note, Note shall be effected through the Common Depositary (but not the Trustee or the Custodian) in accordance with the this Indenture and the applicable procedures of the Depositary thereforCommon Depositary. A Except as provided in Section 2.05(a), beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note. (d) Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of, premium, if any, and accrued and unpaid interest Interest on a any Global Note shall be made to the Holder holder of such Note. (e) This Section 2.02(e) shall apply only to Global Notes deposited with the Trustee, as custodian for the Common Depositary. Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the date Common Depositary or by the Trustee as custodian for the Common Depositary, and the Common Depositary shall be treated by the Company, the Trustee and any agent of paymentthe Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, unless a Record Date nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other means authorization furnished by the Common Depositary or impair, as between the Common Depositary and its Participants, the Applicable Procedures or the operation of determining Holders eligible to receive payment is provided for hereincustomary practices of the Common Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. The terms provisions of the “Terms and provisions contained Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in Global Notes that are held by Participants through Euroclear or Clearstream. The Company shall exchange Global Notes for Definitive Notes if: (1) at any time either Euroclear or Clearstream or any alternative clearing agency on behalf of which the form Notes evidenced by the Global Note may be held is closed for business for a continuous period of Note attached as Exhibit A hereto are incorporated herein and shall constitute14 days (other than reason of holidays, and are hereby expressly madestatutory or otherwise) or announces an intention permanently to cease business or does in fact do so, a part of this Supplemental Indenture and to the extent applicableand, in either case, the Company shall not have appointed a successor Common Depositary within 90 days after the Company receives such notice or becomes aware of such ineligibility, or (2) upon written request of a holder or the Trustee if a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of the events set forth in clauses (1) or (2) of the immediately preceding paragraph, the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.04 hereof, the Trustee shall authenticate and deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. Upon the exchange of a Global Note for Definitive Notes, such Global Note shall be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Common Depositary, pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by their execution and delivery of this Supplemental Indenture, expressly agree the Persons in whose names such Definitive Notes are so registered or to such terms and provisions and to be bound therebythe Common Depositary.

Form of Notes. The Notes and the Trustee’s 's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoEXHIBIT A, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a any Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit EXHIBIT A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of this Annex C of the Twelfth Supplemental Indenture, or as may be required by the Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Annex C of the Twelfth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Annex C of the Twelfth Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Annex C of the Twelfth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. (a) Except as otherwise provided pursuant to this Section 2.2, the Notes are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee’s certificate , by their execution and delivery of authentication this Supplemental Indenture, expressly agree to such terms and provisions and to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretobound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or usage. (b) The Notes and the Guarantee are being offered and sold by the Issuer pursuant to indicate any special limitations or restrictions to which any particular Notes are subjectthe Underwriting Agreement. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all The Notes shall be represented by issued initially in the form of one or more permanent global Notes in global fully registered form without interest coupons, substantially in the form of Exhibit A hereto (each, a the “Global NoteNotes”) ), each with the applicable legends as provided in Section 2.3. Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the Guarantee executed by the Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the nominee Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the DepositaryAgent Members holding the Notes evidenced thereby. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby each Global Note may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction records of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitutecustodian, and are hereby expressly madeof the Depositary or its nominee, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyas hereinafter provided.

Form of Notes. The (a) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto), which is incorporated in and made a part of this Indenture. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon 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 reduced or increased, as appropriate, to reflect purchases, conversions and redemptions. Any endorsement of a Global Note to reflect the amount of any decrease or increase in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee’s , in accordance with instructions given by the holder thereof as required by Section 2.5. The Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinusage. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are is hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. (b) 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 any 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 (i) 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

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of this Annex A of the Twelfth Supplemental Indenture, or as may be required by the DepositaryDepositary or by National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Annex A of the Twelfth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Annex A of the Twelfth Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Annex A of the Twelfth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and (a) If the Trustee’s certificate of authentication Issuer establishes pursuant to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approvalSection 2.2(c) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for bookto be issued as Book-entry settlement Entry Notes, then the Issuer will execute and the Indenture Trustee or its agent will, in accordance with Section 2.2, authenticate and deliver, one or more definitive Global Notes, which (1) will represent, and will be denominated in an amount equal to the Depositary, unless otherwise required by law, all Notes shall aggregate initial Note balance to be represented by one such Global Note or more Notes Notes, or such portion thereof as the Issuer will specify in global form an Issuer Order, (each, a “Global Note”2) will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee; (3) will be delivered by the nominee Indenture Trustee or its agent to the Depository or pursuant to the Depository’s instruction (and which may be held by the Indenture Trustee or an agent of the DepositaryIndenture Trustee as custodian for the Depository, if so specified in the related Depository Agreement), (4) if applicable, will bear a legend substantially to the following effect: “Unless this Note is presented by an authorized representative of DTC, to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein” and (5) may bear such other legend as the Issuer, upon advice of counsel, deems to be applicable. (b) The Note Registrar and the Indenture Trustee may deal with the Depository as the sole Noteholder of the Book-Entry Notes except as otherwise provided in this Indenture. (c) The rights of the Noteholders may be exercised only through the Depository and will be limited to those established by law and agreements between the Noteholders and the Depository and/or its participants under the Depository Agreement. (d) The Depository will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to the participants. (e) The Indenture Trustee, the Note Registrar, and the Paying Agent shall have no responsibility or liability for any actions taken or not taken by the Depository. (f) If this Indenture requires or permits actions to be taken based on instructions or directions of the Noteholders of a stated percentage of Note Balance of the Notes, the Depository will be deemed to represent those Noteholders only if it has received instructions to that effect from Noteholders and/or the Depository's participants owning or representing, the required percentage of the beneficial interest of the Notes and has delivered the instructions to the Indenture Trustee. (g) The Issuer in issuing Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Noteholders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with Issuer will promptly notify the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount Trustee in writing of any increase or decrease change in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby“CUSIP” numbers.

Form of Notes. (a) The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which are incorporated in and made a part of this Indenture. All of the Notes shall be issued initially in the form of one or more Physical Notes, registered in such names and authorized in such denominations as a Holder shall request, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Company shall execute and the Trustee shall, in accordance with this 0 authenticate and deliver initially one or more Physical Notes that (1) shall be registered in such names and authorized in such denominations as each Holder shall request, and (2) shall be delivered by the Trustee to each Holder or pursuant to such Holder’s instructions. (b) Upon request of any Holder, subject to the consent of the Company and the Notes meeting the eligibility requirements of the Depositary, any of such Holder’s Notes may be exchanged for one or more Notes in global form (each, a “Global Note”) pursuant to Section 2.02(f). The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a Physical Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture (including the restrictions on transfer set forth herein) and the procedures for the Depositary therefor. 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 the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall 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 impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of any Holder. (c) Each Physical Note or Global Note, as applicable, shall represent such principal amount 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 or reduced to reflect repurchases, cancellations, conversions, transfers or exchanges permitted thereby. (d) Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long . (e) Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Notes are eligible for book-entry settlement with Custodian or the Depositary, unless otherwise or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any such special limitations or restrictions to which any particular Notes are subject. (f) If required by lawany Holder, all Notes the Company shall be represented by execute and the Trustee shall, in accordance with this Section 2.02(f), authenticate and deliver one or more Global Notes in global form exchange for the Physical Notes that (each, a “Global Note”1) shall be registered in the name of the Depositary, (2) shall be delivered by the Trustee to the Depositary or the nominee of pursuant to the Depositary’s instructions, (3) shall be assigned a restricted or unrestricted CUSIP numbers, as applicable, and (4) shall bear the applicable legend as set forth on Exhibit A hereto. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchasespurchases, conversions, transfers transfers, exchanges or exchanges issuances of additional Notes permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal (including any Fundamental Change Purchase Price) of, and accrued and unpaid interest on a interest, if any, on, the Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form Form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of this Annex D of the Twelfth Supplemental Indenture, or as may be required by the Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Annex D of the Twelfth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Annex D of the Twelfth Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Annex D of the Twelfth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s 's certificate of ------------- authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes Any Note in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note in global form to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any (including any redemption price), on a Global any Note in global form shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are is hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which are incorporated in and made a part of this Indenture. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary, any regulatory body or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal and (including any Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any, on a Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which are incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchasespurchases, conversions, transfers transfers, exchanges or exchanges issuances of additional Notes permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal (including any Fundamental Change Purchase Price or Redemption Price, as applicable) of, and accrued and unpaid interest on a interest, if any, on, the Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form Form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and (a) Except as otherwise provided pursuant to this Section 2.02, the Trustee’s certificate of authentication to be borne by such Notes shall be issued as Registered Securities without coupons in substantially in the form set forth in of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. Any of the The Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes issuable in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinbearer form. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage. (b) The Notes shall be issued initially in the form of one or more permanent Global Notes, with such applicable legends as are provided for in Section 2.03. Each Global Note shall be duly executed by the Company and authenticated and delivered by the Trustee, and shall be registered in the name of DTC or its nominee and retained by the Trustee, as Securities Custodian, at its Corporate Trust Office, for credit to the accounts of the members of, or participants in, DTC, holding the Notes evidenced thereby. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Securities Custodian, and of DTC or its nominee, as hereinafter provided.

Form of Notes. (a) The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth of Exhibit A, which is hereby incorporated in Exhibit A hereto. Any and expressly made a part of the Indenture (other than, with respect to any Additional Notes, changes contemplated by ‎Section 3.04). The Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all rule or usage to which the Company is subject. Each Note shall be dated the date of its authentication. (i) The Initial Notes shall be represented offered and sold by the Company pursuant to the Purchase Agreement. The Notes shall be resold initially only (A) to persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act in reliance on Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, purchasers in reliance on Regulation S, and otherwise, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be initially issued in the form of one or more Notes permanent global securities in global fully registered form (eachcollectively, a the “Rule 144A Global Note”) and Notes initially resold pursuant to Regulation S shall be initially issued in the form of one or more permanent global securities in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and with the Global Notes Legend and the applicable Restricted Notes Legend set forth in ‎Section 2.02(e) hereof. Such global securities shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depositary DTC or the a nominee of DTC, duly executed by the Depositary. The transfer Company and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not authenticated by the Trustee or the Custodianas provided in this Indenture. (ii) in accordance with the Indenture The Rule 144A Global Note and the procedures of the Depositary therefor. A Regulation S Global Note shall represent such are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Outstanding Global Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced decreased by adjustments made on the records of the Trustee and DTC or its nominee as hereinafter provided. (c) This ‎Section 2.01(c) shall apply only to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect deposited with or on behalf of DTC. (i) The Company shall execute and the amount of any increase Trustee shall, in accordance with this ‎Section 2.01(c), authenticate and deliver initially one or decrease more Global Notes that (A) shall be registered in the amount name of Outstanding Notes represented thereby DTC or its nominee and (B) shall be made delivered by the Trustee to DTC or pursuant to DTC’s instructions or held by the Trustee as Notes Custodian for DTC. (ii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC (or by the Trustee as the Notes Custodian for DTC) or under such Global Note, and the Company, the Trustee and any agent of the Company or the CustodianTrustee shall be entitled to treat DTC as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall 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 DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (d) Except as provided in Section 2.15 of the Base Indenture, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. (e) The Notes may be presented for registration of transfer and exchange at the direction offices of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyRegistrar.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Sixth Supplemental Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Sixth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Sixth Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Sixth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s 's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any (including any redemption or purchase price), on a any Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of this Annex B of the Twelfth Supplemental Indenture, or as may be required by the Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Annex B of the Twelfth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Annex B of the Twelfth Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Annex B of the Twelfth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. (a) The Notes and the Trustee’s certificate of authentication to be borne by such 2026 Notes shall be substantially in the form set forth of Exhibit A-1 and the 2031 Notes shall be substantially in the form of Exhibit A A-2 hereto. Any , which are hereby incorporated in and expressly made a part of the Indenture (other than, with respect to (x) any Additional Notes of any Series of the Notes, changes contemplated by Section 3.04 and (y) any Exchange Notes of any Series of the Notes, changes related to legends, transfer restrictions, CUSIP/ISIN numbers and other changes customary for notes registered pursuant to the Securities Act). The Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all rule or usage to which the Company is subject. Each Note shall be dated the date of its authentication. (i) The Initial Notes shall be represented offered and sold by the Company pursuant to the Purchase Agreement. The Notes shall be resold initially only (A) to persons reasonably believed to be QIBs in reliance on Rule 144A under the Securities Act or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act in reliance on Regulation S. Notes may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, purchasers in reliance on Regulation S, and otherwise, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be initially issued in the form of one or more Notes permanent global securities in global fully registered form (eachcollectively, a the “Rule 144A Global Note”) and Notes initially resold pursuant to Regulation S shall be initially issued in the form of one or more permanent global securities in fully registered form (collectively, the “Regulation S Global Note”), in each case without interest coupons and with the Global Notes Legend and the applicable Restricted Notes Legend set forth in Section 2.02(e) hereof. Such global securities shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depositary DTC or the a nominee of DTC, duly executed by the Depositary. The transfer Company and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not authenticated by the Trustee or the Custodianas provided in this Indenture. (ii) in accordance with the Indenture The Rule 144A Global Note and the procedures of the Depositary therefor. A Regulation S Global Note shall represent such are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Outstanding Global Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced decreased by adjustments made on the records of the Trustee and DTC or its nominee as hereinafter provided. (c) This Section 2.01(c) shall apply only to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect deposited with or on behalf of DTC. (i) The Company shall execute and the amount of any increase Trustee shall, in accordance with this Section 2.01(c), authenticate and deliver initially one or decrease more Global Notes that (A) shall be registered in the amount name of Outstanding Notes represented thereby DTC or its nominee and (B) shall be made delivered by the Trustee to DTC or pursuant to DTC’s instructions or held by the Trustee as Notes Custodian for DTC. (ii) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC (or by the Trustee as the Notes Custodian for DTC) or under such Global Note, and the Company, the Trustee and any agent of the Company or the CustodianTrustee shall be entitled to treat DTC as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall 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 DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a Holder of a beneficial interest in any Global Note. (d) Except as provided in Section 2.15 of the Base Indenture, owners of beneficial interests in Global Notes shall not be entitled to receive physical delivery of Definitive Notes. (e) The Notes may be presented for registration of transfer and exchange at the direction offices of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyRegistrar.

Form of Notes. The Notes Notes, the Guarantee and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Fourth Supplemental Indenture, or as may be required by the Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Fourth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Fourth Supplemental Indenture and to the extent applicable, the Company Company, Parent and the Trustee, by their execution and delivery of this Fourth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the DepositaryCustodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancetraded, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal and accrued and unpaid interest on a the Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversionsexchanges, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal and accrued and unpaid interest on a the Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Third Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Third Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto are incorporated by reference herein and shall constitute, and are hereby expressly made, a part of this Indenture. The terms and provisions of the Agreement are incorporated by reference herein and 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 the terms and provisions of the Notes and the Agreement, and to be bound thereby, and such obligations of the Trustee under the Agreement may only be amended, modified, supplemented or cancelled in a writing signed by the Trustee and NW Capital or a Replacement Lender. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, Custodian or any regulatory authority or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancethereto, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long Except as contemplated by Section 2.05(b), all of the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall will be represented by one or more Notes Note in global form, substantially in the form (eachset forth in Exhibit A, a “Global Note”) registered in the name of the Depositary Custodian or the nominee of the DepositaryCustodian (the “Global Note”). The transfer and exchange of beneficial interests in a the Global Note, which does not involve the issuance of a definitive Note, Note shall be effected through the Depositary (but not the Trustee or the Custodian) Custodian in accordance with the this Indenture and the applicable procedures of the Depositary thereforCustodian, which shall be reasonably acceptable to the Company. A Except as provided in Section 2.05(b), beneficial owners of the Global Note shall not be entitled to have certificates registered in their names and will not receive or be entitled to receive physical delivery of certificates in definitive form. To the extent that any reference is made in this Indenture to a “Note” or a “holder of a Note” and instead, a Global Note has been issued, the terms herein shall be understood to ensure that if any payment of interest or principal is made to the holder of the Global Note, it shall pass through and be made to the holders of beneficial interests in the Notes as identified in the Note Register. The Global Note shall represent such principal the aggregate amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes Company in accordance with the this Indenture. Payment of principal and accrued and unpaid of, or interest on a on, the Global Note shall be made to the Holder holders of beneficial interests in such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is as provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyRegister.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall issued in global form will be substantially in the form set forth in of Exhibit A heretohereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents 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 reduced or 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 will be made by the Trustee or the Custodian, at the direction of the Trustee. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the DepositaryCustodian, the Depositary or as may be required for the Notes to be tradeable on any market existing or developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.06(a) hereof, all of the Notes shall will be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the DepositaryNotes. The transfer and exchange of beneficial interests in a any such Global Note, which does not involve the issuance of a definitive Note, Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the this Indenture and the applicable procedures of the Depositary thereforDepositary. A Global Note shall represent such principal amount of the Outstanding Notes Except as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchasesprovided in Section 2.06 hereof, conversions, transfers or exchanges permitted hereby. Any endorsement beneficial owners of a Global Note shall not be entitled to reflect the amount have certificates registered in their names, will not receive or be entitled to receive physical delivery of any increase or decrease certificates in the amount of Outstanding Notes represented thereby shall definitive form and will not be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder considered Holders of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyNote.

Form of Notes. The Notes and the Trustee’s certificate of authentication to will initially be borne by such Notes shall be issued in definitive form in substantially in the form set forth of Exhibit A hereto, with the legends in substantially the form indicated in Exhibit A hereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or holders thereof, duly executed by the nominee of Company and authenticated by the DepositaryTrustee as the authenticating agent as provided herein. The transfer and exchange of beneficial interests An interest in a Global Noteglobal Note may be issued in exchange for any definitive Note transferred pursuant to an effective registration statement for the Notes under the Securities Act, which does in compliance with Rule 144 promulgated thereunder or after receipt of an opinion of counsel reasonably satisfactory to the Company that such registration or compliance is not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary thereforrequired. A Global Any global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon written instructions given by the Holder holder of such Notes in accordance with the Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a Global any global Note shall be made to in accordance with the Holder provisions of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinSection 2.3 hereof. The terms and provisions contained in the form forms of Note Notes attached as Exhibit A and Exhibit B hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes Notes, the Guarantee and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Note (including form of Guarantee endorsed thereon) attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, Custodian or the Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes shall will be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the DepositaryDepositary (a “Global Note”). The transfer and exchange of beneficial interests in a any such Global Note, which does not involve the issuance of a definitive Note, Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the this Indenture and the applicable procedures of the Depositary thereforDepositary. A Except as provided in Section 2.05(b), beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note. Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, conversionsexchanges, or transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued and unpaid interest Interest on a any Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyNote.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Fourth Supplemental Indenture, or as may be required by the DepositaryDepositary or by National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Fourth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Fourth Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Fourth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes of each series shall be in substantially the form as shall be established by or pursuant to a Board Resolution or in one or more Supplemental Indentures hereto, in each case with appropriate notations, legends or endorsements required by law, stock exchange rule or usage. Notes issued in global form shall include the Global Note Legend thereon and the Trustee’s certificate "Schedule of authentication to be borne by such Exchanges of Interests in the Global Note" attached thereto. Notes issued in definitive form shall be substantially in the form set forth in Exhibit A hereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does but shall not involve include the issuance Global Note Legend or "Schedule of a definitive Exchanges of Interests in the Global Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A ." Each Global Note shall represent such principal amount of the Outstanding outstanding Notes of a series as shall be specified therein and each shall provide that it shall represent the aggregate principal amount, or principal amount at Maturity, as applicable, of Outstanding outstanding Notes of such series from time to time endorsed thereon and that the aggregate principal amount, or principal amount at Maturity, as applicable, of Outstanding outstanding Notes represented thereby may from time to time be increased reduced or reduced increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges permitted herebyand redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount, or principal amount at Maturity, as applicable, of Outstanding outstanding Notes of a series represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon accordance with instructions given by the Holder of such Notes in accordance with the Indenturethereof as required by Section 2.06 hereof. Payment of principal and accrued and unpaid interest on a Global Each Note shall be made to the Holder of such Note on dated the date of paymentits authentication. Unless otherwise specified in an indenture supplemental hereto with respect to any series of Notes, unless a Record Date or other means the Notes shall be in denominations of determining Holders eligible to receive payment is provided for herein$1,000 and integral multiples thereof. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company Issuers and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes sold to Institutional Accredited Investors that are neither QIBs nor Non-U.S. Persons will be issued in definitive form in substantially the form of Exhibit A hereto, with the legends in substantially the form indicated in Exhibit A hereto and the Trustee’s certificate of authentication to such other legends as may be borne by such applicable thereto, which definitive Notes shall be registered in the name of the holders thereof, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Notes held by QIBs shall be issued initially in the form of one or more global Notes (the "Restricted Global Note"), substantially in the form of Exhibit B hereto, with the legends as may be applicable thereto, which Restricted Global Note shall be deposited on behalf of the holders of the Notes represented thereby with the Depositary and registered in the name of Cede & Co. ("Cede") as nominee of the Depositary, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Notes offered and sold to persons outside the United States (each, a "Non-U.S. Person") in reliance on Regulation S shall be issued initially in the form of a global Note (the "Regulation S Global Note"), substantially in the form of Exhibit C hereto, with the legends in substantially the form set forth in Exhibit A heretoC hereto and such other legends as may be applicable thereto, which Regulation S Global Note shall be deposited on behalf of the holders of the Notes represented thereby with or on behalf of the Depositary, and registered in the name of Cede as the Depositary's nominee, duly executed by the Company and authenticated by the Trustee or an authenticating agent as provided herein, for credit to the accounts of Euroclear and Cedel (or such other accounts as they may direct). Prior to and including the 40th day after the later of the commencement of the offering of the Notes and the Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Note may only be held through Euroclear or Cedel Bank. During the Restricted Period, interests in the Regulation S Global Note may be exchanged for interests in the Restricted Global Note or for definitive Notes only in accordance with the certification requirements described in this Article II. QIBs and, after the expiration of the Restricted Period, Non-U.S. Persons may request that definitive Notes be issued in exchange for Notes represented by the applicable global Note. In addition, if at any time the Depositary for the global Notes is unable or unwilling to act as Depositary and no successor Depositary is appointed pursuant to Section 2.5(c) herein, definitive Notes may be issued in exchange for Notes represented by the global Notes. Unless determined otherwise by the Company in accordance with applicable law, after the expiration of the Restricted Period, definitive Notes issued upon transfer or exchange of beneficial interests in Notes represented by the Regulation S Global Note shall not bear the legend set forth in Section 2.5(c). Any definitive Note issued to a QIB pursuant to this paragraph shall bear the legend set forth in Section 2.5(c). Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the Company officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in Any global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon written instructions given by the Holder holder of such Notes in accordance with the Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a Global any global Note shall be made to in accordance with the Holder provisions of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinSection 2.3 hereof. The terms and provisions contained in the form forms of Note Notes attached as Exhibit A Exhibits A, B and C hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which are incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or as may be required by the Custodian or the Depositary, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers redemptions, transfers, exchanges or exchanges issuances of additional Notes permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon written instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal (including any Redemption Price, Repurchase Price or Fundamental Change Repurchase Price, as applicable) of, and accrued and unpaid interest on a interest, if any, on, the Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form Form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. (a) Except as otherwise provided pursuant to this Section 2.2, the Notes are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee’s certificate , by their execution and delivery of authentication this Supplemental Indenture, expressly agree to such terms and provisions and to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretobound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or usage. (b) The Notes and the Guarantee are being offered and sold by the Issuer pursuant to indicate any special limitations or restrictions to which any particular Notes are subjectthe Underwriting Agreement. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all The Notes shall be represented by one or more issued initially in the form of permanent global Notes in global fully registered form without interest coupons, substantially in the form of Exhibit A hereto (each, a the “Global NoteNotes”) ), each with the applicable legends as provided in Section 2.3. Each Global Note shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the applicable Guarantee executed by the Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the nominee Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the DepositaryAgent Members holding the Notes evidenced thereby. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby each Global Note may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction records of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitutecustodian, and are hereby expressly madeof the Depositary or its nominee, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyas hereinafter provided.

Form of Notes. The Notes and the Trustee’s 's certificate ----------- ------------- of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoEXHIBIT A, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a any Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit EXHIBIT A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. (a) The Notes shall be issued in the form of one or more global notes in fully registered form, without coupons (“Global Securities”), duly executed by the Company and authenticated by the Trustee’s certificate , which shall be deposited with, or on behalf of, the Common Depository and shall be registered in the name of authentication to be borne by such USB Nominees (UK) Limited, as nominee of Elavon Financial Services Limited, as common depositary for, and in respect of interests held through, Euroclear and Clearstream. The Notes shall be substantially in the form set forth in of Exhibit A attached hereto. So long as the Common Depositary or its nominee is the registered Holder of the Global Securities, the Common Depositary or its nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Securities for all purposes under the Indenture and the Notes. (b) The terms and provisions contained in the forms of Note attached hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Second Supplemental Indenture and the Company, by its execution and delivery of this Second Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the IndentureIndenture (and which do not affect the rights, duties or immunities of the Trustee), or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebylisted.

Form of Notes. The Notes and the Trustee’s certificate of authentication to This Global Note may be borne by such Notes shall be substantially endorsed with or have incorporated in the form set forth in Exhibit A hereto. Any of the Notes may have text thereof such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are recitals or changes not inconsistent with the provisions of the Indenture, or this Note as may be required by the Company, the Agent or the Depositary, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation the rules and regulations of any securities exchange or automated quotation system on upon which the Notes may be listed or traded or designated for issuance, issuance or to conform to with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A This Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein herein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the thereon. The aggregate principal amount of Outstanding outstanding Notes represented thereby hereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee Company, the Agent, as applicable, or the CustodianAgent, at the direction of the TrusteeCompany, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenturethis Note. Payment of principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a Regular Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The (i) THE Bearer Notes of each Tranche will initially be represented on issue by either a single Temporary Bearer Global Note or a single Permanent Bearer Global Note. Each Temporary Bearer Global Note shall be exchangeable for either Definitive Bearer Notes together with, where applicable, Receipts and (except in the Trustee’s certificate case of authentication to Zero Coupon Notes) Coupons and, where applicable, Talons attached or a Permanent Bearer Global Note in each case in accordance with the provisions set out therein. Each Permanent Bearer Global Note shall be borne by exchangeable for Definitive Bearer Notes together with, where applicable, Receipts and (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached, all as set out in such Permanent Bearer Global Note. All Bearer Global Notes shall be prepared, completed and delivered to a common depositary for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the Issuer, PT and the relevant Dealer(s) and, in each case, the Agency Agreement. (ii) Each Temporary Bearer Global Note shall be printed or typed in the form or substantially in the form set forth out in Exhibit A hereto. Any Part I of the Notes may have such letters, numbers or other marks of identification Schedule 2 and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjecta facsimile. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Each Temporary Bearer Global Note shall represent such principal amount have annexed thereto a copy of the Outstanding Notes as applicable Pricing Supplement and shall be specified therein signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and shall provide that it shall represent be authenticated by or on behalf of the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted herebyPrincipal Paying Agent. Any endorsement of a Each Temporary Bearer Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby so executed and authenticated shall be made by the Trustee or the Custodian, at the direction a binding and valid obligation of the Trustee, in such manner Issuer and upon instructions given title thereto shall pass by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a delivery. (iii) Each Permanent Bearer Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date printed or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained typed in the form or substantially in the form set out in Part II of Schedule 2 and may be a facsimile. Each Permanent Bearer Global Note attached as Exhibit A hereto are incorporated herein shall have annexed thereto a copy of the applicable Pricing Supplement and shall constitute, be signed manually or in facsimile by a person duly authorised by the Issuer on behalf of the Issuer and are hereby expressly made, shall be authenticated by or on behalf of the Principal Paying Agent. Each Permanent Bearer Global Note so executed and authenticated shall be a part binding and valid obligation of this Supplemental Indenture the Issuer and to the extent applicable, the Company and the Trustee, title thereto shall pass by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebydelivery.

Form of Notes. The Notes and the Trustee’s certificate of authentication to may be borne by such Notes shall be substantially issued in the form set forth in Exhibit A hereto. Any of the (i) Definitive Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approvalii) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Global Notes. Notes issued in global definitive form (each, shall be registered in the name or names of such Persons and for the principal amounts as the Issuer may request. The Company initially appoints the Common Depositary to act as depositary for the Global Notes. Notes issued in the form of a “Global Note”) Note shall be registered in the name of the Common Depositary or its nominee. In the nominee event any of the Notes are issued in a transaction under Rule 144A of the Securities Act, any such Person shall purchase such Notes in transactions complying with Rule 144A under the Securities Act. So long as the Common Depositary or its nominee is the registered owner of the Global Note, it shall be considered the holder of the Notes represented thereby for all purposes hereunder and under the Global Note. None of the Company, the Trustee or any Agent shall have any responsibility or liability for any aspect of the records relating to or payments made by the Common Depositary. The transfer and exchange , or its nominee, on account of beneficial interests in a the Global Note, which does not involve . Interests in the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent be transferred on the Common Depositary’s book-entry settlement system. At such time as all beneficial interests in a particular Global Note have been exchanged for Notes in definitive form or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, such Global Note shall be returned to or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or in the form of Notes in definitive form, the principal amount of the Outstanding Notes as represented by such Global Note shall be specified therein reduced accordingly and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any an 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 on such Global Note by the Trustee or by the Custodian, Common Depositary at the direction of the TrusteeTrustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Common Depositary at the direction of the Trustee to the Holder of reflect such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyincrease.

Form of Notes. The Notes and (a) If the Trustee’s certificate of authentication Issuer establishes pursuant to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approvalSection 2.2(c) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for bookto be issued as Book-entry settlement Entry Notes, then the Issuer will execute and the Indenture Trustee or its agent will, in accordance with Section 2.2, authenticate and deliver, one or more definitive Global Notes, which (1) will represent, and will be denominated in an amount equal to the Depositary, unless otherwise required by law, all Notes shall aggregate initial Note balance to be represented by one such Global Note or more Notes Notes, or such portion thereof as the Issuer will specify in global form an Issuer Order, (each, a “Global Note”2) will be registered in the name of the Depositary Depository for such Global Note or Notes or its nominee; (3) will be delivered by the nominee Indenture Trustee or its agent to the Depository or pursuant to the Depository’s instruction (and which may be held by the Indenture Trustee or an agent of the Depositary. Indenture Trustee as custodian for the Depository, if so specified in the related Depository Agreement), (4) if applicable, will bear a legend substantially to the following effect: “Unless this Note is presented by an authorized representative of the Depository, to the Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of the Depository (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of the Depository), any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the registered owner hereof, Cede & Co., has an interest herein” and (5) may bear such other legend as the Issuer, upon advice of counsel, deems to be applicable. (b) The transfer Note Registrar and exchange the Indenture Trustee may deal with the Depository as the sole Noteholder of beneficial interests the Book-Entry Notes except as otherwise provided in a Global Notethis Indenture. (c) The rights of the Noteholders may be exercised only through the Depository and will be limited to those established by law and agreements between the Noteholders and the Depository and/or its participants under the Depository Agreement. (d) The Depository will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to the participants. (e) The Indenture Trustee, which does the Note Registrar, and the Paying Agent shall have no responsibility or liability for any actions taken or not involve taken by the issuance Depository. (f) If this Indenture requires or permits actions to be taken based on instructions or directions of the Noteholders of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount stated percentage of the Outstanding Principal Balance of the Notes, the Depository will be deemed to represent those Noteholders only if it has received instructions to that effect from Noteholders and/or the Depository’s participants owning or representing, the required percentage of the beneficial interest of the Notes and has delivered the instructions to the Indenture Trustee. (g) The Issuer in issuing Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture Trustee shall use “CUSIP” numbers in notices of redemption as shall be specified therein and shall provide a convenience to Noteholders; provided that it shall represent any such notice may state that no representation is made as to the aggregate principal amount correctness of Outstanding such numbers either as printed on the Notes from time to time endorsed thereon or as contained in any notice of a redemption and that reliance may be placed only on the aggregate principal amount other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted herebysuch numbers. Any endorsement of a Global Note to reflect The Issuer will promptly notify the amount Indenture Trustee and each Noteholder in writing of any increase or decrease change in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby“CUSIP” numbers.

Form of Notes. The Notes shall contain the terms set forth in, and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form forms of, Exhibit A and Exhibit B hereto. The terms and provisions contained in the forms of Notes set forth in Exhibit A heretoand Exhibit B shall constitute, and are hereby expressly made, a part of the Indenture, as supplemented by this Supplemental Indenture. The Notes have not been and will not be registered under the Securities Act or the securities laws of any jurisdiction and may not be offered or sold except pursuant to an effective registration statement or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the Indenture, as supplemented by this Supplemental Indenture, or as may be required by the Depositary, Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. Notwithstanding Section 303 of the Indenture, the Notes do not require a corporate seal to be reproduced thereon. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated herein, all of the Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The Notes shall be issued initially only (A) to persons reasonably believed to be QIBs in reliance on Rule 144A or (B) outside the United States, to persons other than “U.S. persons” as defined in Rule 902 under the Securities Act, in compliance with Regulation S. The Notes may thereafter be transferred to, among others, purchasers reasonably believed to be QIBs, and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially issued pursuant to Rule 144A shall be issued in the form of one or more permanent global securities in fully registered form (the “Rule 144A Global Notes”), substantially in the form set forth in Exhibit A, and Notes initially issued pursuant to Regulation S shall be issued in the form of one or more permanent global securities in fully registered form (the “Regulation S Global Notes”, and together with the Rule 144A Global Notes, the “Global Notes”) substantially in the form set forth in Exhibit B, in each case without interest coupons and with the applicable legends set forth in Section 2.07 hereof, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as custodian for the Depositary and registered in the name of the nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Supplemental Indenture. The aggregate principal amount of the 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. Beneficial interests in Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes of the same series if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Regulation S Global Note first delivers to the Trustee a written certificate (in the form of the Form of Exchange Certificate attached to Exhibit B hereto) to the effect that the beneficial interest in the Regulation S Global Note is being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Rule 144A Global Notes may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note only if the transferor first delivers to the Trustee a written certificate (in the form of Exhibit C hereto) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S (if applicable). The transfer and exchange of beneficial interests in a any such Global Note, which does not involve the issuance of a definitive Note, Notes shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures Applicable Procedures of the Depositary thereforDepositary. A Except as provided in the Indenture, beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note. Any Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversionsredemptions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture and this Supplemental Indenture. Payment of principal of and accrued premium, if any, and unpaid interest on a any Global Note shall be made to the Holder thereof. The Company and the Trustee may treat the Depositary (or its nominee) as the sole and exclusive owner and Holder of the Notes registered in its name for the purposes of payment of the principal of and premium, if any, and interest on such Notes, giving any notice permitted or required to be given to Holders under the Indenture, registering the transfer of such Note Notes, obtaining any consent or other action to be taken by Holders and for all other purposes whatsoever, and neither the Company nor the Trustee shall be affected by any notice to the contrary. Neither the Company nor the Trustee shall have any responsibility or obligation to any participant in the Depositary, any Person claiming a beneficial ownership interest in the Notes under or through the Depositary or any such participant, or any other Person which is not shown on the date Security Register as being a Holder of paymentNotes, unless a Record Date the accuracy of any records maintained by the Depositary or any such participant, the payment by the Depositary or any such participant of any amount in respect of the principal of or premium, if any, or interest on the Notes, any notice which is permitted or required to be given to Holders under the Indenture, any consent given or other means action taken by the Depositary as Holder, or any selection by the Depositary of determining Holders eligible any participant or other Person to receive payment is provided for herein. The terms and provisions contained in of principal of or premium, if any, or interest on the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyNotes.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the Original Indenture and this Seventh Supplemental Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “The Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note Security shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note Security to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the CustodianTrustee, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Original Indenture or this Seventh Supplemental Indenture. Payment of principal and accrued and unpaid interest on a the Global Note Security on the Maturity Date shall be made to the Holder of such Note on the date of payment, unless a Regular Record Date for the payment of interest or other means of determining Holders Noteholders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Seventh Supplemental Indenture and to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Seventh Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The (a) Except as otherwise provided pursuant to this Section 2.2, the 2011 Notes and the 2012 Notes are issuable in fully registered form without coupons in substantially the forms of Exhibits A and B hereto, respectively, with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the respective forms of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee’s certificate , by their execution and delivery of authentication this Supplemental Indenture, expressly agree to such terms and provisions and to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretobound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of either series may be listed or designated for issuance, or to conform to usage or usage. (b) The Notes of each series and the Guarantees are being offered and sold by the Issuer pursuant to indicate any special limitations or restrictions the Underwriting Agreement. The Notes of each series shall be issued initially in the form of permanent global Notes in fully registered form without interest coupons, substantially in the forms of Exhibits A and B hereto, respectively (with respect to which any particular the 2011 Notes, the “2011 Global Note” and, with respect to the 2012 Notes, the “2012 Global Note,” and the 2011 Global Notes are subject. So long as and 2012 Global Notes, collectively, the Notes are eligible for book-entry settlement “Global Notes”), each with the Depositary, unless otherwise required by law, all Notes applicable legends as provided in Section 2.3. Each Global Note shall be represented duly executed by one or more Notes in global form (eachthe Issuer and authenticated and delivered by the Trustee, a “Global Note”) shall have endorsed thereon the Guarantees executed by the Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the nominee Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the DepositaryAgent Members holding the Notes evidenced thereby. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby each Global Note may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction records of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitutecustodian, and are hereby expressly madeof the Depositary or its nominee, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyas hereinafter provided.

Form of Notes. The Series A Notes and the Series B Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit Exhibits A heretoand B, respectively, which are incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the The Global Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchasespurchases, conversions, transfers transfers, exchanges or exchanges issuances of additional Notes permitted hereby. Any endorsement of a the Global Note Notes to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture or otherwise in accordance with the Indentureterms of this Indenture or the Depositary’s applicable procedures. Payment of principal (including any Change of Control Purchase Price) of, and accrued and unpaid interest on a interest, if any, on, the Global Note Notes shall be made to the Holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form forms of Note Notes attached as Exhibit Exhibits A and B hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. In the event of any conflict or inconsistency between the terms and provisions of the Note and the terms and provisions of this Indenture, the terms and provisions of this Indenture shall control.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall issued in global form will be substantially in the form set forth in of Exhibit A heretohereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents 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 reduced or 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 will be made by the Trustee or the Custodian, at the direction of the Trustee. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the DepositaryCustodian, the Depositary or as may be required for the Notes to be tradable on any market existing or developed for trading of securities or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.06(b), all of the Notes shall will be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the DepositaryNotes. The transfer and exchange of beneficial interests in a any such Global Note, which does not involve the issuance of a definitive Note, Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the this Indenture and the procedures Applicable Procedures of the Depositary thereforDepositary. A Global Note shall represent such principal amount of the Outstanding Notes Except as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchasesprovided in Section 2.06(c), conversions, transfers or exchanges permitted hereby. Any endorsement beneficial owners of a Global Note shall not be entitled to reflect the amount have certificates registered in their names, will not receive or be entitled to receive physical delivery of any increase or decrease certificates in the amount of Outstanding Notes represented thereby shall definitive form and will not be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder considered Holders of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyNote.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth annexed hereto as Exhibit A, which is incorporated in Exhibit A heretoand made a part of this Indenture. The terms and provisions contained in the form of Note shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular usage. The Notes are subjectwill be offered and sold only outside the United States in accordance with Regulation S and shall be issued initially only in the form of permanent definitive Notes (the “Physical Notes”) in registered form without interest coupons. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all The Physical Notes shall be represented by substantially in the form set forth in Exhibit A annexed hereto. On the Shelf Registration Effective Date, one or more permanent global Notes in global form (each, a “Global Note”) in global registered form without interest coupons shall be: (a) duly executed by the Issuer and authenticated by the Trustee as hereinafter provided; (b) registered in the name of the Depositary or the The Bank of New York (Depositary) Nominees Limited, as nominee of a common depositary (the “Common Depositary”) for the accounts of Euroclear and Clearstream; and (c) deposited with the Common Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, Notes shall be effected through substantially in the Depositary (but not the Trustee or the Custodian) form of Note set forth in accordance with the Indenture and the procedures of the Depositary thereforExhibit A annexed hereto. A Global Note shall represent such The aggregate principal amount of the Outstanding Global Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced decreased by adjustments made on Schedule A to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the relevant Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or Common Depositary in accordance with the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such thereof, as hereinafter provided. The Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the Holder rules of any securities exchange on which the Notes may be listed, all as determined by the Officer executing such Note on the date of paymentNotes, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, evidenced by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyNotes.

Form of Notes. (a) The Notes shall contain the terms set forth in, and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form of, Exhibit A attached hereto. The terms and provisions contained in the form of Notes set forth in Exhibit A heretoshall constitute, and are hereby expressly made, a part of the Indenture, as supplemented by this Supplemental Indenture. In the event of a conflict between the provisions of the Indenture and the terms set forth in the Notes, the terms set forth in the Notes shall prevail. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers Authorized Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the Indenture, as supplemented by this Supplemental Indenture, or as may be required by the Depositary, Common Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. . (b) So long as the Notes are eligible for book-entry settlement with the DepositaryEuroclear and Clearstream, Luxembourg, or unless otherwise required by law, all or otherwise contemplated herein, the Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Common Depositary or the nominee of the Common Depositary. (c) The Notes 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 “Global Notes”). The transfer Global Notes will be registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee of the Common Depositary, duly executed by the Company and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not authenticated by the Trustee or the Custodian) as hereinafter provided. Except as provided in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchasesthis Supplemental Indenture, conversions, transfers or exchanges permitted hereby. Any endorsement beneficial owners of a Global Note shall not be entitled to reflect the amount have certificates registered in their names, will not receive or be entitled to receive physical delivery of any increase or decrease in the amount of Outstanding Definitive Notes represented thereby shall and will not be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder considered Holders of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyNote.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the CustodianSecurity Registrar, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms term and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, in the case of the Series A heretoNotes, and in Exhibit B, in the case of the Series B Notes, both of which are incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositaryusage. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon written instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal principal, Liquidated Damages, if any, and accrued and unpaid interest premium, if any (including any Repurchase Price), on a the Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein hereto, in the case of the Series A Notes, and as Exhibit B hereto, in the case of the Series B Notes, shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s 's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, with such applicable legends as are provided for in Section 2.03(a). Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all The Notes shall be represented by issued initially in the form of one or more permanent Global Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary thereforapplicable legends as provided in Section 2.03. A Each Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchasespurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal and accrued and unpaid interest on a the Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form forms of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal and principal, accrued and unpaid interest interest, and Additional Interest, if any, and premium, if any, on a the Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Supplemental Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. In the event of any inconsistency between the terms of the Indenture and a Note, the terms of the Indenture will control. All Notes shall bear the Transfer Restriction Legend, unless removed in accordance with Section 2.06.

Form of Notes. The Series A Notes and the Series B Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit Exhibits A heretoand B, respectively, which are incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the The Global Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchasespurchases, conversions, transfers transfers, exchanges or exchanges issuances of additional Notes permitted hereby. Any endorsement of a the Global Note Notes to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture or otherwise in accordance with the Indentureterms of this Indenture or the Depositary’s applicable procedures. Payment of principal (including any Change of Control Purchase Price) of, and accrued and unpaid interest on a interest, if any, on, the Global Note Notes shall be made to the Holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form forms of Note Notes attached as Exhibit Exhibits A and B hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. In addition, to the extent required by Section 1275(c)(1)(A) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.1275-3(b)(1), each Note issued at a discount to its stated redemption price at maturity shall bear a legend (the “OID Legend”) in substantially the following form (with any necessary amendments thereto to reflect any amendments occurring after the Issue Date to the applicable sections): “FOR THE PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT. YOU MAY CONTACT THE COMPANY AT HORIZON LINES, INC., 0000 XXXXXX XXXX, XXXXX 000, XXXXXXXXX, XXXXX XXXXXXXX 00000 ATTENTION: TREASURER, AND THE COMPANY WILL PROVIDE YOU WITH THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY OF THIS NOTE.” In the event of any conflict or inconsistency between the terms and provisions of the Note and the terms and provisions of this Indenture, the terms and provisions of this Indenture shall control.

Form of Notes. (a) The Notes shall contain the terms set forth in, and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form of Exhibit A attached hereto. The terms and provisions contained in the form of Note set forth in Exhibit A heretoshall constitute, and are hereby expressly made, a part of the Indenture, as supplemented by this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers Authorized Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the Indenture, as supplemented by this Supplemental Indenture, or as may be required by the Depositary, Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. . (b) So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, all or otherwise contemplated herein, the Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The Notes shall be issued initially in the form of one or more permanent Global Securities in registered form, substantially in the form set forth in Exhibit A (the “Global Notes”), each registered in the name of the Depositary or its nominee, 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 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. The transfer and exchange of beneficial interests in a any such Global Note, which does not involve the issuance of a definitive Note, Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and its Applicable Procedures. Except as provided in the procedures Indenture, beneficial owners of the Depositary therefora Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note. A Any Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversionsredemptions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture and this Supplemental Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a any Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyNote.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Tenth Supplemental Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Tenth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Tenth Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Tenth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. (a) The Notes shall be issued in the form of one or more global notes in fully registered form, without coupons (“Global Securities”), duly executed by the Company and authenticated by the Trustee’s certificate , which shall be deposited with, or on behalf of, the Common Depository and shall be registered in the name of authentication to be borne by such USB Nominees (UK) Limited, as nominee of Elavon Financial Services DAC, as common depositary for, and in respect of interests held through, Euroclear and Clearstream. The Notes shall be substantially in the form set forth in of Exhibit A attached hereto. So long as the Common Depositary or its nominee is the registered Holder of the Global Securities, the Common Depositary or its nominee, as the case may be, shall be considered the sole owner or Holder of the Notes represented by such Global Securities for all purposes under the Indenture and the Notes. (b) The terms and provisions contained in the forms of Note attached hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Fifth Supplemental Indenture and the Company, by its execution and delivery of this Fifth Supplemental Indenture, expressly agrees to such terms and provisions and to be bound thereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the IndentureIndenture (and which do not affect the rights, duties or immunities of the Trustee), or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebylisted.

Form of Notes. (a) Except as otherwise provided pursuant to this Section 2.02, the Notes shall be issued as Registered Securities without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.03. The Notes are not issuable in bearer form. The terms and provisions contained in the form of Note shall constitute, and are hereby expressly made, a part of this Third Supplemental Indenture and to the extent applicable, the Company and the Trustee’s certificate , by their execution and delivery of authentication this Third Supplemental Indenture, expressly agree to such terms and provisions and to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretobound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all usage. (b) The Notes shall be represented by issued initially in the form of one or more Notes permanent Global Notes, with such applicable legends as are provided for in global form (eachSection 2.03. Each Global Note shall be duly executed by the Company and authenticated and delivered by the Trustee, a “Global Note”) and shall be registered in the name of DTC or its nominee and retained by the Depositary or Trustee, as Securities Custodian, at its Corporate Trust Office, for credit to the nominee accounts of the Depositarymembers of, or participants in, DTC, holding the Notes evidenced thereby. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such aggregate principal amount of the Outstanding Global Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction records of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constituteSecurities Custodian, and are hereby expressly madeof DTC or its nominee, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyas hereinafter provided.

Form of Notes. (a) Except as otherwise provided pursuant to this Section 3.07, the Notes are issuable without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 3.08(f). The Notes are not issuable in bearer form. The terms and provisions contained in the form of Note shall constitute, and are hereby expressly made, a part of this First Supplemental Indenture and to the extent applicable, the Company and the Trustee’s certificate , by their execution and delivery of authentication the Indenture, expressly agree to such terms and provisions and to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretobound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage usage. (b) The Notes shall be issued initially as Global Securities in the form of one or more permanent Global Notes, with the applicable legends as provided in Section 3.08(f). Each Global Note shall be duly executed by the Company and authenticated and delivered by the Trustee, and shall be registered in the name of DTC, which shall act as Depositary for the Notes, or its nominee and retained by the Trustee, as Securities Custodian, at its Corporate Trust Office, for credit to indicate any special limitations the accounts of the members of, or restrictions to which any particular Notes are subject. So long as participants of, DTC holding the Notes are eligible evidenced thereby. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Securities Custodian, and of DTC or its nominee, as hereinafter provided. (c) Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) and registered in the name of the Depositary or the nominee of the DepositaryDepositary 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. The transfer and exchange Following the termination of the Restricted Period, beneficial interests in a the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or will cancel the Custodian) in accordance with the Indenture and the procedures of the Depositary thereforRegulation S Temporary Global Note. A Global Note shall represent such The aggregate principal amount of the Outstanding Notes as shall be specified therein Regulation S Temporary Global Note and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby Regulation S Permanent Global Note may from time to time be increased or reduced decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. (d) 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 reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a beneficial interests in the Regulation S Temporary Global Note to reflect and the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Regulation S Permanent Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date that are held by Participants through Euroclear or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyClearstream.

Form of Notes. The Notes and the Trustee’s 's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositaryusage. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon written instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any (including any redemption price), on a the Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are is hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The (a) Except as otherwise provided pursuant to this Section 2.2, the Floating Rate Notes and the Fixed Rate Notes are issuable in fully registered form without coupons in substantially the forms of Exhibits A and B hereto, respectively, with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the respective forms of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee’s certificate , by their execution and delivery of authentication this Supplemental Indenture, expressly agree to such terms and provisions and to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretobound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of either series may be listed or designated for issuance, or to conform to usage or usage. (b) The Notes of each series and the Guarantees are being offered and sold by the Issuer pursuant to indicate any special limitations or restrictions the Underwriting Agreement. The Notes of each series shall be issued initially in the form of permanent global Notes in fully registered form without interest coupons, substantially in the forms of Exhibits A and B hereto, respectively (with respect to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement Floating Rate Notes, the “Floating Rate Global Note” and, with respect to the Fixed Rate Notes, the “Fixed Rate Global Note,” and the Floating Rate Global Note and the Fixed Rate Global Note, collectively, the “Global Notes”), each with the Depositary, unless otherwise required by law, all Notes applicable legends as provided in Section 2.3. Each Global Note shall be represented duly executed by one or more Notes in global form (eachthe Issuer and authenticated and delivered by the Trustee, a “Global Note”) shall have endorsed thereon the applicable Guarantee executed by the Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the nominee Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the DepositaryAgent Members holding the Notes evidenced thereby. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby each Global Note may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction records of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitutecustodian, and are hereby expressly madeof the Depositary or its nominee, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyas hereinafter provided.

Form of Notes. The Notes and the Trustee’s 's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A heretohereto shall constitute, and are hereby expressly made, a part of this 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. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositarylaw, as may be required stock exchange requirements to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed Company is subject or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes shall will be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the DepositaryDepositary (a "GLOBAL NOTE"). The transfer and exchange of beneficial interests in a any such Global Note, which does not involve the issuance of a definitive Note, Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the this Indenture and the applicable procedures of the Depositary thereforDepositary. A Except as provided in Section 2.05(b), beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note. Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon written instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a any Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyGlobal Note.

Form of Notes. The Notes and the TrusteeAuthenticating Agent’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which are incorporated in and made a part of this Indenture. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee Transfer Agent or the Custodian, at the direction of the TrusteePaying Agent, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal and principal, accrued and unpaid interest interest, and premium, if any (including any Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption), on a the Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms Form of Note, the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and provisions contained the Form of Assignment and Transfer shall be substantially as set forth in the form of Note attached as Exhibit A hereto Exhibits A, B, C and D, respectively, hereto, which are incorporated herein into and shall constitute, and are hereby expressly made, be deemed a part of this Supplemental Indenture Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the extent applicablerules of any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company and the Trusteeexecuting such Notes, as evidenced by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebythe Notes.

Form of Notes. (a) The Notes and Notes, including the form of Trustee’s 's certificate of authentication to be borne by such Notes authentication, shall be substantially in the form set forth annexed hereto as Exhibit A, and any Notes represented by a global Note shall be in the form annexed hereto as Exhibit A heretoB. (b) Any global Note shall represent such of the outstanding Notes as shall be 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 transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon written instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any global Note shall be made in accordance with the provisions of Section 2.3. (c) Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the Company officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all All Notes shall be represented by one or more Notes bear a legend in substantially the following form, in capital letters and bold-face type: THIS NOTE AND ANY SHARES OF COMMON STOCK OF NET.B@NK, INC. ISSUABLE UPON CONVERSION OF THIS NOTE ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. Every global form (eachNote authenticated and delivered hereunder shall bear a legend in substantially the following form, a “Global Note”) registered in the name of capital letters and bold-face type: THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. If the Depositary or is The Depository Trust Company, the nominee of global Note authenticated and delivered hereunder shall also bear a legend in substantially the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trusteefollowing form, in such manner capital letters and upon instructions given by the Holder of such Notes in accordance with the Indenturebold-face type: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED SIGNATORY OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of paymentOR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. , HAS AN INTEREST HEREIN. The terms and provisions contained in the form forms of Note Notes attached as Exhibit Exhibits A and B hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the Original Indenture and this Ninth Supplemental Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “The Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note Security shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note Security to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the CustodianTrustee, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Original Indenture or this Ninth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a the Global Note Security on the Maturity Date shall be made to the Holder of such Note on the date of payment, unless a Regular Record Date for the payment of interest or other means of determining Holders Noteholders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Ninth Supplemental Indenture and to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Ninth Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, with such applicable legends as are provided for in Section 2.03. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all The Notes shall be represented by issued initially in the form of one or more permanent Global Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary thereforapplicable legends as provided in Section 2.03. A Each Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchasespurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal and accrued and unpaid interest on a the Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form forms of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and 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 of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Each Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, cancellations, conversions, transfers transfer or exchanges permitted hereby. Any endorsement of a Global any Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, Note Registrar in such manner and upon instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal (including the Founder Departure Repurchase Price or the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on a Global on, any Note shall be made to the Holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. (a) The Notes shall contain the terms set forth in, and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form of, Exhibit A hereto. The terms and provisions contained in the form of Notes set forth in Exhibit A heretoshall constitute, and are hereby expressly made, a part of the Indenture, as supplemented by this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the Indenture, as supplemented by this Supplemental Indenture, or as may be required by the Depositary, Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. . (b) So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated herein, all of the Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The Notes shall be issued initially in the form of one or more permanent global securities in registered form, substantially in the form set forth in Exhibit A (the “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 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. The transfer and exchange of beneficial interests in a any such Global Note, which does not involve the issuance of a definitive Note, Notes shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the applicable procedures of the Depositary thereforDepositary. A Except as provided in the Indenture, beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note. Any Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversionsredemptions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture and this Supplemental Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a any Global Note shall be made to the Holder of such Note Note. The Company and the Trustee may treat the Depositary (or its nominee) as the sole and exclusive owner of the Notes registered in its name for the purposes of payment of the principal of or interest on the date Notes, giving any notice permitted or required to be given to registered owners under the Indenture, registering the transfer of paymentNotes, unless a Record Date obtaining any consent or other means action to be taken by registered owners and for all other purposes whatsoever; and neither the Company nor the Trustee shall be affected by any notice to the contrary. Neither the Company nor the Trustee shall have any responsibility or obligation to any participant in the Depositary, any Person claiming a beneficial ownership interest in the Notes under or through DTC or any such participant, or any other Person which is not shown on the register as being a registered owner, with respect to either the Notes, the accuracy of determining Holders eligible any records maintained by the Depositary or any such participant, the payment by the Depositary or any such participant of any amount in respect of the principal of or interest on the Notes, any notice which is permitted or required to be given to registered owners under the Indenture, any consent given or other action taken by the Depositary as registered owner, or any selection by the Depositary of any participant or other Person to receive payment is provided for herein. The terms and provisions contained in of principal, interest or Redemption Price of the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyNotes.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth annexed hereto as Exhibit A, which is incorporated in Exhibit A heretoand made a part of this Indenture. The terms and provisions contained in the form of Note shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular usage. The Notes are subjectwill be offered and sold only outside the United States in accordance with Regulation S and shall be issued initially only in the form of permanent definitive Notes (the “Physical Notes”) in registered form without interest coupons. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all The Physical Notes shall be represented by substantially in the form set forth in Exhibit A annexed hereto. On the Shelf Registration Effective Date, one or more permanent global Notes in global form (each, a “Global Note”) in global registered form without interest coupons shall be: (a) duly executed by the Issuer and authenticated by the Trustee as hereinafter provided; (b) registered in the name of the Depositary The Bank of New York (Depositary) Nominees Limited (or the any other nominee as may be appointed from time to time), as nominee of a common depositary (the “Common Depositary”) for the accounts of Euroclear and Clearstream; and (c) deposited with the Common Depositary (or any successor common depository appointed from time to time). The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, Notes shall be effected through substantially in the Depositary (but not the Trustee or the Custodian) form of Note set forth in accordance with the Indenture and the procedures of the Depositary thereforExhibit A annexed hereto. A Global Note shall represent such The aggregate principal amount of the Outstanding Global Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced decreased by adjustments made on Schedule A to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the relevant Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or Common Depositary in accordance with the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such thereof, as hereinafter provided. The Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the Holder rules of any securities exchange on which the Notes may be listed, all as determined by the Officer executing such Note on the date of paymentNotes, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, evidenced by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyNotes.

Form of Notes. The Notes and the Trustee’s Trustee"s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a any Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. (a) The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A hereto. hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, 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. (b) Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the DepositaryCustodian, the Common Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. . (c) So long as the Notes are eligible for book-entry settlement with the Common Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes shall will be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Common Depositary or the nominee of the Common Depositary. The transfer and exchange of beneficial interests in a any such Global Note, which does not involve the issuance of a definitive Note, Note shall be effected through the Common Depositary (but not the Trustee or the Custodian) in accordance with the this Indenture and the applicable procedures of the Depositary thereforCommon Depositary. A Except as provided in Section 2.05(a), beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note. (d) Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, conversions, transfers transfers, exchanges or exchanges further issuances permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of, premium, if any, and accrued and unpaid interest Interest on a any Global Note shall be made to the Holder holder of such Note. (e) This Section 2.02(e) shall apply only to Global Notes deposited with the Trustee, as custodian for the Common Depositary. Participants shall have no rights under this Indenture or any Global Note with respect to any Global Note held on their behalf by the date Common Depositary or by the Trustee as custodian for the Common Depositary, and the Common Depositary shall be treated by the Company, the Trustee and any agent of paymentthe Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, unless a Record Date nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other means authorization furnished by the Common Depositary or impair, as between the Common Depositary and Participants, the Applicable Procedures or the operation of determining Holders eligible to receive payment is provided for hereincustomary practices of the Common Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Note. The terms provisions of the “Terms and provisions contained Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in Global Notes that are held by Participants through Euroclear or Clearstream. The Company shall exchange Global Notes for Definitive Notes if: (1) at any time either Euroclear or Clearstream or any alternative clearing agency on behalf of which the form Notes evidenced by the Global Note may be held is closed for business for a continuous period of Note attached as Exhibit A hereto are incorporated herein and shall constitute14 days (other than reason of holidays, and are hereby expressly madestatutory or otherwise) or announces an intention permanently to cease business or does in fact do so, a part of this Supplemental Indenture and to the extent applicableand, in either case, the Company shall not have appointed a successor Common Depositary within 90 days after the Company receives such notice or becomes aware of such ineligibility, or (2) upon written request of a holder or the Trustee if a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of the events set forth in clauses (1) or (2) of the immediately preceding paragraph, the Company shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.04 hereof, the Trustee shall authenticate and deliver, Definitive Notes, in authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Notes in exchange for such Global Notes. Upon the exchange of a Global Note for Definitive Notes, such Global Note shall be cancelled by the Trustee or an agent of the Company or the Trustee. Definitive Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Common Depositary, pursuant to instructions from its Participants or its Applicable Procedures, shall instruct the Trustee or an agent of the Company or the Trustee in writing. The Trustee or such agent shall deliver such Definitive Notes to or as directed by their execution and delivery of this Supplemental Indenture, expressly agree the Persons in whose names such Definitive Notes are so registered or to such terms and provisions and to be bound therebythe Common Depositary.

Form of Notes. The Notes and the Trustee’s certificate Certificate of authentication Authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which are incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Supplemental Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange National Securities Exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Supplemental Indenture. Payment of principal and principal, accrued and unpaid interest and premium, if any (including any Fundamental Change Repurchase Price), on a the Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. (a) Except as otherwise provided pursuant to this Section 2.2, the Notes are issuable in fully registered form without coupons in substantially the form of Exhibit A hereto, with such applicable legends as are provided for in Section 2.3. The Notes are not issuable in bearer form. The terms and provisions contained in the forms of Note shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Issuer, the Guarantor and the Trustee’s certificate , by their execution and delivery of authentication this Supplemental Indenture, expressly agree to such terms and provisions and to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretobound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of this Supplemental Indenture and the Base Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or usage. (b) The Notes and the Guarantee are being offered and sold by the Issuer pursuant to indicate any special limitations or restrictions to which any particular Notes are subjectthe Underwriting Agreement. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all The Notes shall be represented by one or more issued initially in the form of permanent global Notes in global fully registered form without interest coupons, substantially in the form of Exhibit A hereto (each, a the “Global Note”) ), with the applicable legends as provided in Section 2.3. The Global Notes shall be duly executed by the Issuer and authenticated and delivered by the Trustee, shall have endorsed thereon the Guarantee executed by the Guarantor and shall be registered in the name of the Depositary or its nominee and retained by the nominee Trustee, as custodian, at its Corporate Trust Office, for credit to the accounts of the DepositaryAgent Members holding the Notes evidenced thereby. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such aggregate principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby Global Note may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect decreased by adjustments made on the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction records of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitutecustodian, and are hereby expressly madeof the Depositary or its nominee, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyas hereinafter provided.

Form of Notes. The (a) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto), which is incorporated in and made a part of this Indenture. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon 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 reduced or increased, as appropriate, to reflect purchases, conversions and redemptions. Any endorsement of a Global Note to reflect the amount of any decrease or increase in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the holder thereof as required by Section 2.5. The Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinusage. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. (b) 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 any 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 (i) 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 (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Note.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall issued in global form will be substantially in the form set forth in of Exhibit A or Exhibit B hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). 2031 Notes issued in definitive form will be substantially in the form of Exhibit A hereto and 2050 Notes issued in definitive form will be substantially in the form of Exhibit B hereto (but, in each case, without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes of such series as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes of such series from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes of such series represented thereby may from time to time be reduced or 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 of such series represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee. The terms and provisions contained in the form of Note attached as Exhibit A or Exhibit B hereto, as applicable, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes of any series may have such letters, numbers or other marks of identification and such notations, legends legends, endorsements or endorsements changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the DepositaryCustodian, the Depositary or as may be required for the Notes of such series to be tradable on any market existing or developed for trading of securities or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of such series may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes of any series are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.06(a), all of the Notes shall of such series will be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the DepositaryNotes. The transfer and exchange of beneficial interests in a any such Global Note, which does not involve the issuance of a definitive Note, Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the this Indenture and the procedures Applicable Procedures of the Depositary thereforDepositary. A Global Note shall represent such principal amount of the Outstanding Notes Except as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchasesprovided in Section 2.06(a), conversions, transfers or exchanges permitted hereby. Any endorsement beneficial owners of a Global Note shall not be entitled to reflect the amount have certificates registered in their names, will not receive or be entitled to receive physical delivery of any increase or decrease certificates in the amount of Outstanding Notes represented thereby shall definitive form and will not be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder considered Holders of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyNote.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of the Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of Global Note may be endorsed with or have incorporated in the Notes may have text thereof such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are recitals or changes not inconsistent with the provisions of the Indenture, or Indenture as may be required by the Note Custodian or the Depositary, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto thereunder or with any rule or regulation the rules and regulations of any securities exchange or automated quotation system on upon which the Notes may be listed or traded or designated for issuance, issuance or to conform to with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Each Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the written direction of the TrusteeCompany, in such manner and upon written instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on a on, the Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders of the Notes eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The (i) THE Bearer Notes (which are not Book Entry Notes) of each Tranche will initially be represented on issue by either a single Temporary Bearer Global Note or a single Permanent Bearer Global Note. Each Temporary Bearer Global Note shall be exchangeable for either Definitive Bearer Notes together with, where applicable, Receipts and (except in the Trustee’s certificate case of authentication to Zero Coupon Notes) Coupons and, where applicable, Talons attached or a Permanent Bearer Global Note in each case in accordance with the provisions set out therein. Each Permanent Bearer Global Note shall be borne by exchangeable for Definitive Bearer Notes together with, where applicable, Receipts and (except in the case of Zero Coupon Notes) Coupons and, where applicable, Talons attached, all as set out in such Permanent Bearer Global Note. All Bearer Global Notes shall be prepared, completed and delivered to a common depositary (in the case of a CGN) or common safekeeper (in the case of a NGN) for Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Programme Agreement or to another appropriate depositary in accordance with any other agreement between the relevant Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement. (ii) Each Temporary Bearer Global Note shall be printed or typed in the form or substantially in the form set forth out in Exhibit A heretoPart I of Schedule 2 and may be a facsimile. Any Each Temporary Bearer Global Note shall have annexed thereto a copy of the Notes may have such lettersapplicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the relevant Issuer on behalf of the relevant Issuer and shall be authenticated by or on behalf of the Principal Paying Agent and shall, numbers in the case of a Eurosystem-eligible NGN or other marks in the case of identification and such notations, legends or endorsements as a Non-eligible NGN in respect of which the officers executing relevant Issuer has notified the same may approve (execution thereof Principal Paying Agent that effectuation is to be conclusive evidence applicable, be effectuated by the common safekeeper acting on the instructions of the Principal Paying Agent. Each Temporary Bearer Global Note so executed and authenticated shall be a binding and valid obligation of the relevant Issuer and title thereto shall pass by delivery. (iii) Each Permanent Bearer Global Note shall be printed or typed in the form or substantially in the form set out in Part II of Schedule 2 and may be a facsimile. Each Permanent Bearer Global Note shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the relevant Issuer on behalf of the relevant Issuer shall be authenticated by or on behalf of the Principal Paying Agent and shall, in the case of a Eurosystem-eligible NGN or in the case of a Non-eligible NGN in respect of which the relevant Issuer has notified the Principal Paying Agent that effectuation is to be applicable, be effectuated by the common safekeeper acting on the instructions of the Principal Paying Agent. Each Permanent Bearer Global Note so executed and authenticated shall be a binding and valid obligation of the relevant Issuer and title thereto shall pass by delivery. (i) All the Registered Notes of each Tranche that are initially offered and sold in offshore transactions in reliance on Regulation S under the Securities Act as provided in the Programme Agreement shall be represented by a Regulation S Global Note. The Regulation S Global Note will be deposited with a common depositary or, in the case of Registered Notes held under the NSS, common safekeeper for, and registered in the name of a common nominee of such approvalcommon depositary or common safekeeper for, Euroclear and Clearstream, Luxembourg. Beneficial interests in the Regulation S Global Notes will be shown on, and exchanges and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream, Luxembourg. Until the expiration of the Distribution Compliance Period, beneficial interests in any Regulation S Global Note may be held only by or through agent members of Euroclear and Clearstream, Luxembourg. (ii) Registered Notes represented by the Regulation S Global Notes shall be exchangeable and that are transferable only in accordance with, and subject to, the provisions of the Regulation S Global Notes and the Agency Agreement and the rules and operating procedures for the time being of Euroclear and Clearstream, Luxembourg. (iii) Each Regulation S Global Note shall be printed or typed in the form or substantially in the form set out in Part VII of Schedule 2 and may be a facsimile. Each Regulation S Global Note shall have annexed thereto a copy of the applicable Final Terms and shall be signed manually or in facsimile by a person duly authorised by the relevant Issuer on behalf of the relevant Issuer and shall be authenticated by or on behalf of the Registrar and, in the case of Registered Notes held under the NSS, effectuated by the common safekeeper. Each Regulation S Global Note so executed and authenticated shall be a binding and valid obligation of the relevant Issuer. (i) The Definitive Bearer Notes, the Receipts, the Coupons and the Talons shall be to bearer in the respective forms or substantially in the respective forms set out in Part III, IV, V and VI, respectively, of Schedule 2. The Definitive Bearer Notes, the Receipts, the Coupons and the Talons shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the relevant Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Bearer Notes if permitted by the relevant Stock Exchange (if any), or, if not inconsistent so permitted, the Definitive Bearer Notes shall be endorsed with or have attached thereto the relevant Conditions, and, in either such case, the Definitive Bearer Notes shall have endorsed thereon or attached thereto a copy of the applicable Final Terms (or the relevant provisions thereof). Title to the Definitive Bearer Notes, the Receipts, the Coupons and the Talons shall pass by delivery. (ii) The Definitive Registered Notes shall be in registered form and shall be issued in the form or substantially in the form set out in Part VIII of Schedule 2, shall be serially numbered and, if listed or quoted, shall be security printed in accordance with the requirements (if any) from time to time of the relevant Stock Exchange and the Conditions shall be incorporated by reference (where applicable to these presents) into such Definitive Registered Notes if permitted by the relevant Stock Exchange (if any), or, if not so permitted, the Definitive Registered Notes shall be endorsed with or have attached thereto the Conditions, and, in either such case, the Definitive Registered Notes shall have endorsed thereon or attached thereto a copy of the applicable Final Terms (or the relevant provisions thereof). Title to the Definitive Registered Notes shall pass upon the registration of transfers in the register kept by the Registrar in respect thereof in accordance with the provisions of the IndentureAgency Agreement and these presents. (iii) The Definitive Notes shall be signed manually or in facsimile by a person duly authorised by the relevant Issuer on behalf of the relevant Issuer and shall be authenticated by or on behalf of the Principal Paying Agent (in the case of the Definitive Bearer Notes) or the Registrar (in the case of Definitive Registered Notes). The Definitive Notes so executed and authenticated, and the Receipts, the Coupons and Talons, upon execution and authentication of the relevant Definitive Bearer Notes, shall be binding and valid obligations of the relevant Issuer. The Receipts, the Coupons and the Talons shall not be signed. No Definitive Bearer Note and none of the Receipts, Coupons or Talons appertaining to such Definitive Bearer Note shall be binding or valid until such Definitive Bearer Note shall have been executed and authenticated as aforesaid. (D) The relevant Issuer may use the facsimile signature of any person who at the date such signature is affixed to a Note is duly authorised by the relevant Issuer notwithstanding that at the time of issue of any of the Notes he may have ceased for any reason to be so authorised. (E) Except as ordered by a court of competent jurisdiction or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one the Issuers, the Guarantor, the Trustee, the Principal Paying Agent, the other Paying Agents, the Registrar and the Transfer Agents (notwithstanding any notice to the contrary and whether or more Notes in global form not it is overdue and notwithstanding any notation of ownership or writing thereon or notice of any previous loss or theft thereof) may (each, a “Global Note”i) registered in for the name purpose of making payment thereon or on account thereof deem and treat the Depositary or the nominee bearer of the Depositary. The transfer and exchange of beneficial interests in a any Bearer Global Note, which does Definitive Bearer Note, Receipt, Coupon or Talon and the registered holder of any Regulation S Global Note or Definitive Registered Note as the absolute owner thereof and of all rights thereunder free from all encumbrances, and shall not involve be required to obtain proof of such ownership or as to the issuance identity of the bearer or, as the case may be, registered holder, and (ii) for all other purposes deem and treat: (a) the bearer of any Definitive Bearer Note, Receipt, Coupon or Talon and the registered holder of any Definitive Registered Note; and (b) each person for the time being shown in the records of Euroclear or Clearstream, Luxembourg, or (except in the case of a definitive NoteNGN or a Registered Note held under the NSS) such other additional or alternative clearing system approved by the relevant Issuer, shall be effected through the Depositary (but not the Trustee Principal Paying Agent or the CustodianRegistrar (as the case may be) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, as having a particular nominal amount of Notes credited to his securities account, as the absolute owner thereof free from all encumbrances and shall not be required to obtain proof of such ownership or as to the identity of the bearer of any Bearer Global Note, Definitive Bearer Note, Receipt, Coupon or Talon or of the registered holder of any Regulation S Global Note or Definitive Registered Note. (F) The Book Entry Notes will be registered in the Interbolsa book-entry system and governed by their execution the Conditions and delivery by the Interbolsa Instrument. Title to the Book Entry Notes passes upon registration in the relevant individual securities account held with an Affiliated Member of this Supplemental IndentureInterbolsa. (G) The Issuers, expressly agree the Guarantor and the Trustee may call for and, except in the case of manifest error, shall be at liberty to accept and place full reliance on as sufficient evidence thereof a letter of confirmation issued on behalf of Euroclear or Clearstream, Luxembourg or the relevant affiliate members of Interbolsa or any form of record made by any of them or such terms other evidence and/or information and/or certification as it shall, in its absolute discretion, think fit to the effect that at any particular time or throughout any particular period any particular person is, was, or will be, shown in its records as the holder of a particular nominal amount of Notes represented by a Global Note or which are Book Entry Notes and provisions if it does so rely, such letter of confirmation, form of record, evidence, information or certification shall be conclusive and to be bound therebybinding on all concerned.

Form of Notes. The Notes and the Trustee’s 's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a any Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the TrusteeAuthenticating Agent’s certificate of authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A heretoA, which are incorporated in and made a part of this Indenture. Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee Transfer Agent or the Custodian, at the direction of the TrusteePaying Agent, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal and principal, accrued and unpaid interest interest, and premium, if any (including any Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption), on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders eligible to receive payment is provided for herein. The terms Form of Note, the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and provisions contained the Form of Assignment and Transfer shall be substantially as set forth in the form of Note attached as Exhibit A hereto and Attachments 1, 2 and 3 thereto, respectively, which are incorporated herein into and shall constitute, and are hereby expressly made, be deemed a part of this Supplemental Indenture Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the extent applicablerules of any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the officers of the Company and the Trusteeexecuting such Notes, as evidenced by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebythe Notes.

Form of Notes. The Notes and the Trustee’s 's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Any Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a any Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company Issuers and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoForm of Note, the terms and provisions of which are incorporated herein and 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 of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Each Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchasespurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the this Indenture. Payment of principal (including the Fundamental Change Purchase Price, if applicable) of and accrued and unpaid interest on a each Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date record date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained Each Note shall bear the following legend (unless otherwise agreed by the Company in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitutewriting, and are hereby expressly made, a part of this Supplemental Indenture and with notice thereof to the extent applicableTrustee): NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyAS AMENDED (THE “SECURITIES ACT”)) OF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE OR OTHERWISE ACQUIRE THIS NOTE OR A BENEFICIAL INTEREST HEREIN.

Form of Notes. The Notes and the Trustee’s 's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretoA, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification (including applicable CUSIP/ISIN Numbers) and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes Any Note in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note in global form to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Indenture. Payment of principal of and accrued and unpaid interest interest, on a Global any Note in global form shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes in definitive form ("definitive Notes") shall be substantially in the form of Exhibit A hereto, with the legends in substantially the form indicated in Exhibit A hereto and such other legends as may be applicable thereto, which definitive Notes shall be registered in the name of the holders thereof, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Unless issued in definitive form, Notes initially offered and sold in reliance on Rule 144A shall be issued in the form of one or more permanent global Notes (the "Restricted Global Note"), substantially in the form of Exhibit B hereto, with the legends in substantially the form set forth in Exhibit A B hereto and such other legends as may be applicable thereto, which Restricted Global Note shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Notes offered and sold outside the United States in reliance on Regulation S may be evidenced in the form of one or more permanent global Notes (the "Regulation S Global Note"), substantially in the form of Exhibit C hereto, with the legends in substantially the form set forth in Exhibit C hereto and such other legends as may be applicable thereto, which Regulation S Global Note shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee or an authenticating agent as provided herein, for credit to the accounts of the respective depositaries for Euroclear and Cedel (or such other accounts as they may direct). Prior to or on the 40th day after the later of the commencement of the offering of the Notes and the Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Note may only be held through Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of Euroclear or Cedel or another agent member of Euroclear and Cedel acting for and on behalf of them, unless delivery is made through the Restricted Global Note in accordance with the certification requirements hereof. During the Restricted Period, interests in the Regulation S Global Note may be exchanged for interests in the Restricted Global Note or for definitive Notes only in accordance with the certification requirements described in Section 2.5 below. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities stock exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subjectusage. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in Any global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a Global any global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinNote. The terms and provisions contained in the form forms of Note Notes attached as Exhibit A Exhibits A, B and C hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. The (a) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto), which is incorporated in and made a part of this Indenture. Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon 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 reduced or increased, as appropriate, to reflect purchases, conversions and redemptions. Any endorsement of a Global Note to reflect the amount of any decrease or increase in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee’s , in accordance with instructions given by the Holder thereof as required by Section 2.5. The Trustee's certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. 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 the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for hereinusage. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. (b) 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 any Global Note, and the Depositary (including, for this purpose, its nominee) shall 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 (i) 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 (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. (a) Except as otherwise provided pursuant to this Section 2.02, the Notes are issuable in fully registered, global form without coupons in substantially the form of Exhibit A hereto (the “Global Notes”), each of which representing a maximum of U.S. $500,000,000 principal amount of all such Notes that have the same original issue date, Maturity Date and other terms, with such applicable legends as are provided for in Section 2.03. The Notes are not issuable in bearer form or with detachable coupons. The terms and provisions contained in the form of Notes shall constitute, and are hereby expressly made, a part of this Supplemental Subordinated Indenture and to the extent applicable, the Issuer and the Trustee’s certificate , by their execution and delivery of authentication this Supplemental Subordinated Indenture, expressly agree to such terms and provisions and to be borne by such Notes shall be substantially in the form set forth in Exhibit A heretobound thereby. Any of the Notes may have such letters, numbers or other marks markings of identification and such notations, legends or and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of this Supplemental Subordinated Indenture and the Base Subordinated Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes usage. (b) Each Global Note shall be represented duly executed by one the Issuer and authenticated and delivered by the Trustee (or more Notes in global form (each, a “Global Note”the Authenticating Agent on behalf of the Trustee) and shall be registered in the name of the Depositary or its nominee and retained by the nominee of the DepositaryRegistrar, as custodian, at its corporate trust office. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby each Global Note may from time to time be increased or reduced decreased by adjustments made on the records of the Registrar, as custodian, and of the Depositary or its nominee, as hereinafter provided. (c) DBTCA has been appointed Registrar and Transfer Agent for the Notes, and DBTCA will maintain at its office in The City of New York a register for the registration and transfer of Notes. The Notes may be transferred at either the aforesaid New York office of DBTCA by surrendering the Notes for cancellation, accompanied by a written instrument of transfer in form satisfactory to reflect repurchasesthe Issuer and the Registrar and duly executed by the registered Holder thereof in person or by the Holder’s attorney duly authorized in writing, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect and thereupon the amount of any increase or decrease Registrar shall issue in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction name of the Trusteetransferee or transferees, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly madeexchange therefor, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such new Note or Notes having identical terms and provisions and having a like aggregate principal amount in authorized denominations, subject to the terms and conditions set forth therein; provided, however, that the Registrar will not be required (i) to register the transfer of or exchange any Note that has been called for redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii) to register the transfer of or exchange any Note if the Holder thereof has exercised its right, if any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such Note not required to be bound therebyrepurchased, or (iii) to register the transfer of or exchange Notes to the extent and during the period so provided in the Subordinated Indenture with respect to the redemption of Notes. Notes are exchangeable at said offices for other Notes of other authorized denominations of equal aggregate principal amount having identical terms and provisions. All such registrations, exchanges and transfers of Notes will be free of service charge, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge in connection therewith. All Notes surrendered for exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar and executed by the registered Holder in person or by the Holder’s attorney duly authorized in writing. The date of registration of any Note delivered upon any exchange or transfer of Notes shall be such that no gain or loss of interest results from such exchange or transfer.

Form of Notes. The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. A. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the this Seventh Supplemental Indenture, or as may be required by the DepositaryDepositary or by the Nasdaq Stock Market, Inc. (or its successor) in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the procedures of the Depositary therefor. A Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversionsexchanges, transfers or exchanges permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the amount of Outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder holder of such Notes in accordance with the this Seventh Supplemental Indenture. Payment of principal and accrued and unpaid interest on a the Global Note shall be made to the Holder holder of such Note on the date of payment, unless a Record Date or other means of determining Holders holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Seventh Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Seventh Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Form of Notes. (a) The Notes shall contain the terms set forth in, and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form of, Exhibit A hereto. The terms and provisions contained in the form of Notes set forth in Exhibit A heretoshall constitute, and are hereby expressly made, a part of the Indenture, as supplemented by this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements placed thereon as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that as are not inconsistent with the provisions of the Indenture, as supplemented by this Supplemental Indenture, or as may be required by the Depositary, Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuancelisted, or to conform to usage usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. . (b) So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated herein, all of the Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The Notes shall be issued initially in the form of one or more permanent global securities in registered form, substantially in the form set forth in Exhibit A (the "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 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. The transfer and exchange of beneficial interests in a any such Global Note, which does not involve the issuance of a definitive Note, Notes shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with the Indenture and the applicable procedures of the Depositary thereforDepositary. A Except as provided in the Indenture, beneficial owners of a Global Note shall not be entitled to have certificates registered in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note. Any Global Note shall represent such principal amount of the Outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversionsredemptions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of Outstanding outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with the Indenture and this Supplemental Indenture. Payment of principal of and accrued interest and unpaid interest premium, if any, on a any Global Note shall be made to the Holder of such Note Note. The Company and the Trustee may treat the Depositary (or its nominee) as the sole and exclusive owner of the Notes registered in its name for the purposes of payment of the principal of or interest on the date Notes, giving any notice permitted or required to be given to registered owners under the Indenture, registering the transfer of paymentNotes, unless a Record Date obtaining any consent or other means action to be taken by registered owners and for all other purposes whatsoever; and neither the Company nor the Trustee shall be affected by any notice to the contrary. Neither the Company nor the Trustee shall have any responsibility or obligation to any participant in the Depositary, any Person claiming a beneficial ownership interest in the Notes under or through DTC or any such participant, or any other Person which is not shown on the register as being a registered owner, with respect to either the Notes, the accuracy of determining Holders eligible any records maintained by the Depositary or any such participant, the payment by the Depositary or any such participant of any amount in respect of the principal of or interest on the Notes, any notice which is permitted or required to be given to registered owners under the Indenture, any consent given or other action taken by the Depositary as registered owner, or any selection by the Depositary of any participant or other Person to receive payment is provided for herein. The terms and provisions contained in of principal, interest or Redemption Price of the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound therebyNotes.