Common use of NOTE FORMS Clause in Contracts

NOTE FORMS. SECTION 201. Forms Generally; Initial Forms of Rule 144A and Regulation S Notes. ----------------------------------------------- The Notes and the Trustee's certificates of authentication shall be in substantially the forms set forth in this Article, 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 rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. The definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution thereof. Upon their original issuance, Rule 144A Notes shall be issued in the form of one or more Global Notes without interest coupons registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, in New York, New York, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note are collectively herein called the "Restricted Global Note". Upon their original issuance, Regulation S Notes shall be issued in the form of one or more Global Notes without interest coupons registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, in New York, New York, for credit to Morgan Guaranty Trust Company of New York, Brussels Office, ax xxxxator of the Euroclear, and Cedel to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct) in accordance with the rules thereof. Prior to the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note may only be held through Euroclear and Cedel (as indirect participants in DTC), unless such interests are exchanged for corresponding interests in the Restricted Global Note in accordance with Section 306(b)(ii) hereof.

NOTE FORMS. SECTION Section 201. Forms Generally; Initial Forms of Rule 144A and Regulation S Notes. ----------------------------------------------- (a) The Notes and the Trustee's certificates --------------- certificate of authentication relating thereto shall be in substantially the forms set forth forth, or referenced, in this ArticleArticle 2 and Exhibit A annexed hereto, with --------- --------- which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by this Indenturelaw, and may have such lettersstock exchange rule or Depository rule or usage, numbers agreements to which the Company is subject, if any, or other marks of identification and such legends customary usage, or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, herewith be determined by the officers Officer or member of the Company executing such Notes, as evidenced by their such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The terms of the NotesNotes set forth in Exhibit A are part of the terms of this Indenture. The definitive Notes shall be printed, lithographed or engraved or produced by Any portion of the text --------- of any combination of these methods on steel engraved borders or Note may be produced set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Additional Notes offered and sold in any other manner permitted by the rules of any securities exchange reliance on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution thereof. Upon their original issuance, Rule 144A Notes shall under the Securities Act shall, unless the Company otherwise notifies the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (each, a "U.S. Global Notes without interest coupons registered in the name of DTC--------- ----------- Note"), as Depositary, or its nominee and deposited with the Trustee, as custodian for DTCthe Depositary or its ---- nominee, in New York, New York, for credit duly executed by DTC the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Global Note may from time to time be increased or decreased by adjustments made on the respective accounts of beneficial owners records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor and any Additional Notes which are Global Notes other than the offered and sold in offshore transactions in reliance on Regulation S Global Note are collectively herein called under the "Restricted Global Note". Upon their original issuance, Regulation S Notes Securities Act shall be issued (a) in the form of one or more permanent global Notes in substantially - the form set forth in Exhibit A (each, an "Offshore Global Notes without interest coupons registered in the name of DTCNote"), as Depositary, or its nominee and deposited --------- -------------------- with the Trustee, as custodian for DTCthe Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided or (b) - at the Company's option, in New Yorkthe form of and as part of a U.S. Global Note that has been designated by the Company as a "Unitary Global Note" (any U.S. Global Note that has been so designated, New Yorka "Unitary Global Note"). The aggregate ------------------- principal amount of an Offshore Global Note, for credit if any, may from time to Morgan Guaranty Trust Company of New York, Brussels Office, ax xxxxator time be increased or decreased by adjustments made in the records of the EuroclearTrustee, and Cedel as custodian for the Depositary or its nominee, as hereinafter provided. Subject to the respective accounts limitations on the issuance of certificated Notes set forth in Sections -------- 312 and 313, Initial Notes and any Initial Additional Notes issued pursuant to --- --- Section 305 in exchange for or upon transfer of beneficial owners interests (x) in a ----------- - U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A and shall contain the Private --------- Placement Legend as set forth in Section 203 (the "U.S. Physical Notes") or (y) ----------- ------------------- - in an Offshore Global Note (if any), on or after the Offshore Note Exchange Date with respect to such Offshore Global Note, shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the --------- "Offshore Physical Notes"), respectively, as hereinafter provided. ------------------------ The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Note -------------- and the Offshore Global Note are sometimes collectively referred to as the "Global Notes." ------------- Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 312(b), shall be in the form of one or more --------- -------------- Global Notes. Section 202. Form of Trustee's Certificate of Authentication. This ----------------------------------------------- is one of the Notes represented thereby (or such other accounts referred to in the within-mentioned Indenture. ________________________________ as they Trustee By______________________________ Authorized Officer Dated: If an appointment of an Authenticating Agent is made pursuant to Section 714, the Notes may direct) have endorsed thereon, in accordance with the rules thereof. Prior to the expiration lieu of the Restricted PeriodTrustee's ----------- certificate of authentication, beneficial interests an alternative certificate of authentication in the Regulation S Global Note may only be held through Euroclear and Cedel (as indirect participants in DTC), unless such interests are exchanged for corresponding interests following form: This is one of the Notes referred to in the Restricted Global Note in accordance with Section 306(b)(ii) hereof.within-mentioned Indenture. STATE STREET BANK AND TRUST COMPANY ___________________________________ As Trustee By_________________________________ As Authenticating Agent

NOTE FORMS. SECTION 201. Forms Generally; Initial Forms of Rule 144A and Regulation S Notes. ----------------------------------------------- The Notes and the Trustee's certificates of authentication shall be in substantially the forms set forth in this Article, 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 rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. The definitive Notes to be endorsed thereon shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution thereof. Upon their original issuance, Rule 144A Notes shall be issued in the form of one or more Global Notes without interest coupons registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, in New York, New York, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Restricted Global Note are collectively herein called the "Restricted Regulation S Global Note". Upon their original issuance, Regulation S Notes (herein called the "Regulation S Temporary Global Note") shall be issued in the form of one or more a single temporary Global Notes Note without interest coupons registered in the name of DTC, as Depositary, or its nominee and deposited with the TrusteeTrustee at its Corporate Trust Office, as custodian for DTC, in New York, New York, for credit to Morgan Xxxxxx Guaranty Trust Company of New York, Brussels Office, ax xxxxator as operator of the Euroclear, and Cedel to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct) in accordance with the rules thereof. Prior to the expiration of the Restricted Period, beneficial Beneficial interests in the Regulation S Temporary Global Note may only be held through Euroclear and Cedel (as indirect participants in DTC), unless until such interests are exchanged for corresponding interests in the Restricted an unrestricted Global Note as provided in accordance the next sentence. A holder of a beneficial interest in the Regulation S Temporary Global Note must provide written certification to Euroclear or CEDEL, as the case may be, that the beneficial owner of the interest in such Global Note is not a U.S. Person (an "Owner Securities Certification"), and Euroclear or CEDEL, as the case may be, must provide to the Trustee a similar certificate in the form set form in Annex C (a "Depositary Securities Certification"), prior to (i) the payment of interest with Section 306(b)(iirespect to such holder's beneficial interest in the Regulation S Temporary Global Note and (ii) hereofany exchange of such beneficial interest for a beneficial interest in the Regulation S Global Note.

NOTE FORMS. SECTION Section 201. Forms Generally; Initial Forms of Rule 144A and Regulation S Notes. ----------------------------------------------- (a) The Notes and the Trustee's certificates certificate of authentication relating thereto shall be in substantially the forms set forth forth, or referenced, in this ArticleArticle 2 and Exhibit A annexed hereto, with which Exhibit is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by this Indenturelaw, and may have such lettersstock exchange rule or Depository rule or usage, numbers agreements to which the Issuers are subject, if any, or other marks of identification and such legends customary usage, or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, herewith be determined by the officers Officers of each Issuer executing such Notes, as evidenced by their such execution (provided always that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Issuers). Each Note shall be dated the date of its authentication. The terms of the NotesNotes set forth in Exhibit A are part of the terms of this Indenture. The definitive Notes shall be printed, lithographed or engraved or produced by Any portion of the text of any combination of these methods on steel engraved borders or Note may be produced set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Initial Notes and any Additional Notes offered and sold in any other manner permitted by the rules of any securities exchange reliance on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution thereof. Upon their original issuance, Rule 144A Notes shall under the Securities Act shall, unless (in the case of Additional Notes) the Issuers otherwise notify the Trustee in writing, be issued in the form of one or more permanent global Notes in substantially the form set forth in Exhibit A (each, a "U.S. Global Notes without interest coupons registered in the name of DTCNote"), as Depositary, or its nominee and deposited with the Trustee, as custodian for DTCthe Depositary or its nominee, in New York, New York, for credit duly executed by DTC the Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a U.S. Global Note may from time to time be increased or decreased by adjustments made on the respective accounts of beneficial owners records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor and any Additional Notes which are Global Notes other than the offered and sold in offshore transactions in reliance on Regulation S Global Note are collectively herein called under the "Restricted Global Note". Upon their original issuanceSecurities Act shall, Regulation S Notes shall unless (in the case of Additional Notes) the Issuers otherwise notify the Trustee in writing, be issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A (each, an "Offshore Temporary Global Notes without interest coupons registered in the name of DTCNote"), as Depositary, or its nominee and deposited with the Trustee, as custodian for DTCthe Depositary or its nominee, in New York, New York, for credit duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Following the Offshore Note Exchange Date with respect to Morgan Guaranty Trust Company of New York, Brussels Office, ax xxxxator of the Euroclear, and Cedel to the respective accounts of beneficial owners of the Notes represented thereby (or any such other accounts as they may direct) in accordance with the rules thereof. Prior to the expiration of the Restricted PeriodOffshore Temporary Global Note, beneficial interests in the Regulation S Offshore Temporary Global Note shall be exchanged as provided in Sections 312 and 313 for beneficial interests in one or more permanent global Notes in the form of Exhibit A (each an "Offshore Permanent Global Note" and, together with the Offshore Temporary Global Notes, the "Offshore Global Notes"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. Simultaneously with the authentication of an Offshore Permanent Global Note, the Trustee shall cancel the related Offshore Temporary Global Note. The aggregate principal amount of an Offshore Global Note may only from time to time be held through Euroclear increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Subject to the limitations on the issuance of certificated Notes set forth in Sections 312 and Cedel 313, Initial Notes and any Initial Additional Notes issued pursuant to Section 305 in exchange for or upon transfer of beneficial interests (as indirect participants x) in DTCa U.S. Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the "U.S. Physical Notes") or (y) in an Offshore Global Note (if any), unless on or after the Offshore Note Exchange Date with respect to such interests are exchanged for corresponding interests Offshore Global Note, shall be in the Restricted form of permanent certificated Notes substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"), respectively, as hereinafter provided. The U.S. Physical Notes and Offshore Physical Notes shall be construed to include any certificated Notes issued in respect thereof pursuant to Section 304, 305, 306 or 1008, and the U.S. Global Note Notes and Offshore Global Notes shall be construed to include any global Notes issued in accordance respect thereof pursuant to Section 304, 305, 306 or 1008. The Offshore Physical Notes and the U.S. Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes collectively herein referred to as the "Physical Notes". The U.S. Global Notes and the Offshore Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes collectively referred to as the "Global Notes." Exchange Notes shall be issued substantially in the form set forth in Exhibit A and, subject to Section 306(b)(ii) hereof312(b), shall be in the form of one or more Global Notes.

NOTE FORMS. SECTION 201. Forms Generally; Initial Forms of Rule 144A and Regulation S Notes. ----------------------------------------------- --------------- The Notes and the Trustee's certificates certificate of authentication shall be in substantially the forms set forth in this Article, with form annexed hereto as Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, Indenture and may have such letters, numbers or other marks of identification and such notations, legends or endorsements placed thereon as may be required by law, or to comply with the rules of any securities exchange or agreements to which the Company is subject or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on the Notes. The terms and provisions contained in the form of the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Initial Notes offered and sold in reliance on Rule 144A 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 and contain each of the legends set forth in Section 202 (the "U.S. Global Note"), registered in the name of the Depositary or the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the "Offshore Global Note"), registered in the name of the Depositary or the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Note may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Initial Notes issued pursuant to Section 305 in exchange for or upon transfer of beneficial interests in the U.S. Global Note or the Offshore Global Note shall be in the form of U.S. Physical Notes or in the form of permanent certificated Notes substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"), respectively as hereinafter provided. Initial Notes offered and sold other than as described in the preceding two paragraphs shall be issued in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A and contain the Private Placement Legend as set forth in Section 202(a)(i) (the "U.S. Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes". The U.S. Global Note and the Offshore Global Notes are sometimes collectively referred to as the "Global Notes." The definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods on steel steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listedmanner, all as determined by the officers of the Company executing such Notes, as evidenced by their execution thereofof such Notes. Upon their original issuance, Rule 144A Exchange Notes shall be issued substantially in the form of one or more Global Notes without interest coupons registered set forth in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, in New York, New York, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Such Global Notes, together with their Successor Notes which are Global Notes other than the Regulation S Global Note are collectively herein called the "Restricted Global Note". Upon their original issuance, Regulation S Notes shall be issued in the form of one or more Global Notes without interest coupons registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, in New York, New York, for credit to Morgan Guaranty Trust Company of New York, Brussels Office, ax xxxxator of the Euroclear, and Cedel to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct) in accordance with the rules thereof. Prior to the expiration of the Restricted Period, beneficial interests in the Regulation S Global Note may only be held through Euroclear and Cedel (as indirect participants in DTC), unless such interests are exchanged for corresponding interests in the Restricted Global Note in accordance with Section 306(b)(ii) hereof.Exhibit A.