Common use of Form and Dating Clause in Contracts

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees 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. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. 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 Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may be issued in the form of Definitive Notes or Global Notes, as specified by the Company. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be in denominations of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. $1,000 and integral multiples thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to and the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be issued initially substantially in the form of one or more Exhibit A attached hereto (including the Global Notes, Note Legend and the "Schedule of Exchanges in the Global Note" attached thereto). Notes issued in definitive form shall be substantially in the form set forth of Exhibit A attached hereto (but without the Global Note Legend and without the "Schedule of Exchanges of Interests in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Global Note" attached thereto). Each Global Note Guarantee from each shall represent such of the Guarantors endorsed thereon) outstanding Notes as shall be specified therein and authenticated by each shall provide that it shall represent the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Global aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in required by Section 2.152.06 hereof.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both the Company and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A and the Note Guarantees B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of two or more permanent global Notes (the “Global Notes”). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global NotesNotes in registered form, substantially in the form set forth in Exhibit AA (the “144A Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the “Regulation S Global Note”), and in each case shall be deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Initial Notes offered and sold to QIBs in reliance on Rule 144A (“Rule 144A Notes”) under the Trustee’s certificate of authentication shall be substantially Securities Act (“Rule 144A”) or in reliance on Regulation S (“Regulation S Notes”) under the form of Exhibit A hereto. The Notes may have notationsSecurities Act (“Regulation S”), legends or endorsements required by lawin each case as provided in a Purchase Agreement, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees 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. The Notes shall be issued initially in the form of one or more Global Notespermanent global Notes in definitive, substantially in fully registered form without interest coupons with the form global Notes legend and restricted Notes legend set forth in Exhibit A1 hereto (each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, as custodian for the Depository (or with such other custodian as the Depository may direct), and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) Issuers and authenticated by the Trustee as hereinafter provided and shall bear provided. Beneficial interests in a Restricted Global Note representing Initial Notes sold in reliance on either Rule 144A or Regulation S may be held through Euroclear or Clearstream, as indirect participants in the legends set forth in Exhibit B. Depository. 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 Trustee and the Depository, Depository or its nominee as hereinafter provided. Exchange Notes may shall be issued in global form (with the form of permanent certificated global Notes in registered form in substantially the form legend set forth in Exhibit A (the “Physical Notes”1 hereto) or in exchange for interests certificated form as provided in Section 2.4 of this Appendix. Exchange Notes issued in global form and Restricted Global Notes only are sometimes referred to in the circumstances and manner set forth in Section 2.15this Appendix as “Global Notes.”

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes initially shall have an executed Note Guarantee from each be issued only in denominations of the Subsidiary Guarantors endorsed thereon substantially $2,000 and any integral multiple of $1,000 in the form of Exhibit C. excess thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to and the extent applicable, the CompanyIssuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes, Notes substantially in the form set forth in attached as Exhibit A, A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the TrusteeTrustee as Note Custodian, as custodian for and registered in the Depositoryname of the Depositary or a nominee of the Depositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) Issuer and authenticated by the Trustee as hereinafter provided provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall bear provide that it shall represent the legends set forth in Exhibit B. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Global aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as custodian for the Depository, required by Section 2.6 hereof. Except as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.152.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Form and Dating. The Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of Exhibit A heretothis Indenture. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note Security shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees 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. The Notes Securities shall be issued initially in the form of one or more Global NotesSecurities, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for DTC (who shall be the Depositoryinitial Depositary with respect to the Securities), duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear bearing the legends legend set forth in Exhibit B. The aggregate principal amount of the Global Notes Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided; provided, that, except as permitted by Section 2.13, in no event shall the aggregate principal amount of the Global Security or Global Securities exceed $1,000,000,000. Notes Securities in the form of Physical Securities issued in exchange for Securities represented by interests in a Global Security pursuant to Section 3.08 of the Base Indenture may be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) and, if applicable, bearing any legends required hereby. The Securities shall be denominated in exchange for interests Dollars, and all cash payments due thereon shall be made in Global Notes Dollars. The Securities shall be issuable only in the circumstances registered form without interest coupons and manner set forth only in Section 2.15denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company Issuers shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated show the date of its authentication. Each Note shall have an executed Note notation of Guarantee from each of the Subsidiary Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the CompanyIssuers, the Guarantors Parent Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Initial Notes shall be issued initially in the form of one or more Global Notesglobal Notes in registered form, substantially in the form set forth in Exhibit AA (the “Initial Global Notes”), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company Issuers (and having an executed Note notation of Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends legend set forth in Exhibit B. The Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuers (and having an executed notation of Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”) or as Physical Notes. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, Depositary as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 3.14 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any (the “Physical Notes”). Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than with respect to the purchase price thereof and the date from which the interest accrues) in exchange as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 5.08. Except as described under Article X, the Initial Notes and any Additional Notes subsequently issued under this Supplemental Indenture will be treated as a single class for interests in Global all purposes under this Supplemental Indenture, including waivers, amendments, redemptions and offers to purchase, and shall vote together as one class on all matters with respect to the Notes; provided further that if the Additional Notes only in are not fungible with the circumstances and manner set forth in Section 2.15Notes for U.S. federal income tax purposes the Additional Notes will have a separate CUSIP number, if applicable. Unless the context requires otherwise, references to “Notes” for all purposes of this Supplemental Indenture include any Additional Notes that are actually issued.

Form and Dating. The Notes and the accompanying Trustee’s certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretoA, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company or any Subsidiary Guarantor is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors each Subsidiary Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes, Notes in registered form in substantially in the form set forth in Exhibit AA (the “U.S. Global Notes”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes in registered form in substantially the form set forth in Exhibit A (the “Offshore Global Notes”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes transferred to Institutional Accredited Investors pursuant to Section 2.08(a) of this Indenture shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (but without the Global Note Legend thereon and without the “Schedule of Increases or Decreases in Global Note” attached thereto) (the “U.S. Physical Notes”) ). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes only shall be in the circumstances and manner form of permanent certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (but without the Global Note Legend thereon and without the “Schedule of Increases or Decreases in Global Note” attached thereto) (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the “Global Notes.” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes initially shall have an executed Note Guarantee from each be issued only in denominations of the Subsidiary Guarantors endorsed thereon substantially $2,000 and any integral multiple of $1,000 in the form of Exhibit C. excess thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to and the extent applicable, the CompanyIssuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes, Notes substantially in the form set forth in attached as Exhibit A, A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the TrusteeTrustee as Note Custodian, as custodian for and registered in the Depositoryname of the Depositary or a nominee of the Depositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) Issuer and authenticated by the Trustee as hereinafter provided provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall bear provide that it shall represent the legends set forth in Exhibit B. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Global aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as custodian for required by SECTION 2.6 hereof. Except as set forth in SECTION 2.6 hereof, the Depository, as hereinafter provided. Global Notes may be issued transferred, in whole and not in part, only to another nominee of the form Depositary or to a successor of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15Depositary or its nominee.

Form and Dating. The Series A Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage in addition to those set forth in Exhibit A hereto. The Company Series B Notes shall approve be substantially in the form of Exhibit B hereto. The notation on each Note relating to the Notes and any notation, legend or endorsement Guarantees shall be substantially in the form set forth on themExhibit C hereto. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be in denominations of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. $1,000 and integral multiples thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, and 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. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notesa single permanent global Note in registered form, substantially in the form set forth in Exhibit AA (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends legend set forth in Exhibit B. Section 2.6(h). The aggregate principal amount of the Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form set forth in Exhibit A (the "Temporary Regulation S Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6(h). At any time following 40 days after the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit D(1) hereto, a single permanent Global Note in registered form substantially in the form set forth in Exhibit A (the "Permanent Regulation S Global Note," and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note transferred. Notes offered and sold to institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors") shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical "U.S. Certificated Notes”) "). Notes issued pursuant to Section 2.6 in exchange for interests in the Rule 144A Global Notes only Note or the Regulation S Global Note shall be in the circumstances and manner form of permanent Certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the "Offshore Certificated Notes"). The Offshore Certificated Notes and U.S. Certificated Notes are sometimes collectively herein referred to as the "Certificated Notes." The Rule 144A Global Note and the Regulation S Global Note are sometimes referred to herein as the "Global Notes."

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The notation on each Note relating to the Note Guarantees shall be substantially in the form set forth on Exhibit D, which is a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be in denominations of the Subsidiary Guarantors endorsed thereon substantially in the form $2,000 and integral multiples of Exhibit C. $1,000. The terms and provisions contained in the Notes and (including the Note Guarantees Guarantees) shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, and the Company, the Guarantors Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be issued initially substantially in the form of one or more Exhibit A attached hereto (including the Global Notes, Note Legend and the “Schedule of Exchanges in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form set forth of Exhibit A attached hereto (but without the Global Note Legend and without the “Schedule of Exchanges of Interests in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Global Note” attached thereto). Each Global Note Guarantee from each shall represent such of the Guarantors endorsed thereon) outstanding Notes as shall be specified therein and authenticated by each shall provide that it shall represent the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Global aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in required by Section 2.152.06 hereof.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes initially shall have an executed Note Guarantee from each be issued only in denominations of the Subsidiary Guarantors endorsed thereon substantially $2,000 and any integral multiple of $1,000 in the form of Exhibit C. excess thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to and the extent applicable, the CompanyIssuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes shall be issued initially in the form of one or more Global Notes, Notes substantially in the form set forth in attached as Exhibit A, A hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the TrusteeTrustee as Note Custodian, as custodian for and registered in the Depositoryname of the Depositary or a nominee of the Depositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) Issuer and authenticated by the Trustee as hereinafter provided provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall bear provide that it shall represent the legends set forth in Exhibit B. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Global aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as custodian for the Depository, required by Section 2.6. Except as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.152.6, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A hereto. A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, Indenture. Each of the Company, the Guarantors Trustee and the TrusteePaying Agent, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the “U.S. Global Notes”), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more global Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Notes”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Notes which are transferred to Institutional Accredited Investors which are not QIBs (other than in offshore transactions in reliance on Regulation S) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”) ). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes only shall be in the circumstances and manner form of U.S. Physical Notes. Notes issued pursuant to Section 2.07 in exchange for interests in Offshore Global Notes shall be in the form of permanent certificated Notes in registered form in substantially the form set forth in Section 2.15Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Notes and the Offshore Global Notes are sometimes referred to as the “Global Notes.” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company or any Subsidiary Guarantor is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors each Subsidiary Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes, Notes in registered form in substantially in the form set forth in Exhibit AA (the “U.S. Global Notes”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes in registered form in substantially the form set forth in Exhibit A (the “Offshore Global Notes”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes transferred to Institutional Accredited Investors pursuant to Section 2.08(a) of this Indenture shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”) ). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes only shall be in the circumstances and manner form of permanent certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the “Global Notes.” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A attached hereto, the terms of which are incorporated in and made a part of this Indenture. Each Note shall include the Guaranty executed by each of the Guarantors in the form of Exhibit C attached hereto, the terms of which are incorporated and made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be issued in denominations of $1,000 and integral multiples thereof. The Notes will be issued (i) in global form (the Subsidiary Guarantors endorsed thereon "Global Note"), substantially in the form of Exhibit C. The terms A attached hereto (including the text referred to in footnotes 1 and provisions contained 2 thereto) and (ii) in definitive form (the Notes and the Note Guarantees 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. The Notes shall be issued initially in the form of one or more Global "Definitive Notes"), substantially in the form set forth of Exhibit A attached hereto (excluding the text referred to in Exhibit A, deposited with footnotes 1 and 2 thereto). The Global Note shall represent the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee aggregate amount of outstanding Notes from each of the Guarantors time to time endorsed thereon) and authenticated by ; provided, that the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the Global outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records of the Trustee, in accordance with instructions given by the Holder thereof as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in required by Section 2.152.6 hereof.

Form and Dating. The Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes Securities and any notation, legend or endorsement on them. Each Note Security shall be dated the date of its authentication. Each Note Security shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. E. The terms and provisions contained in the Notes Securities and the Note Guarantees 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. The Notes Securities offered and sold in reliance on Rule 144 and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global NotesSecurities, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes Securities issued in exchange for interests in a Global Security pursuant to Section 2.16 may be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the “Physical NotesSecurities”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15).

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A attached hereto, the terms of which are incorporated in and made a part of this Indenture. Each Note shall include the Subsidiary Guarantee executed by each of the Subsidiary Guarantors in the form of Exhibit C attached hereto, the terms of which are incorporated into and made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Issuers are subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be issued in denominations of $1,000 and integral multiples thereof. The Notes will be issued (i) in global form (the Subsidiary Guarantors endorsed thereon "Global Notes"), substantially in the form of Exhibit C. The terms A attached hereto (including the text referred to in footnotes 1 and provisions contained 3 thereto) and (ii) under certain circumstances, in definitive form (the Notes and the Note Guarantees 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. The Notes shall be issued initially in the form of one or more Global "Definitive Notes"), substantially in the form set forth of Exhibit A attached hereto (excluding the text referred to in Exhibit A, deposited with footnotes 1 and 3 thereto). Each Global Note shall represent the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee aggregate amount of outstanding Notes from each of the Guarantors time to time endorsed thereon) and authenticated by ; provided, that the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the Global outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records of the Trustee, in accordance with instructions given by the Holder thereof as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in required by Section 2.152.6 hereof.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company Co-Issuers shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. Each Note shall have an executed Note Notation of Guarantee from each of the Subsidiary Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit C. E. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the CompanyCo-Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notesa single permanent global Note in registered form, substantially in the form set forth in Exhibit AA (the “144A Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company Co-Issuers (and having an executed Note Notation of Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single permanent global Note in registered form substantially in the form of Exhibit A (the “Regulation S Global Note”; and together with the 144A Global Note, the “Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by each Co-Issuer (and having an executed Notation of Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. 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 Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any, (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15).

Form and Dating. (a) The (i) Original Notes and the Trustee’s certificate of authentication and (ii) any Additional Notes (if issued as Transfer Restricted Notes) and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes and any Additional Notes issued other than as Transfer Restricted Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company or usage. The Company shall approve the form of the Notes and any Subsidiary Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Company). Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be issuable only in registered form without interest coupons and only in minimum denominations of $2,000 and whole multiples of $1,000 in excess thereof. The terms of the Subsidiary Guarantors endorsed thereon substantially Notes set forth in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and Exhibits hereto are hereby expressly made, a part of the terms of this Indenture andIndenture. However, to the extent applicable, any provision of any Note conflicts with the Company, the Guarantors and the Trustee, by their execution and delivery express provisions of this Indenture, expressly agree to such terms the provisions of this Indenture shall govern and provisions and to be bound therebycontrolling. The Initial Notes issued on the Issue Date shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit (A, deposited with the Trustee, as custodian for the Depository, duly executed ) offered and sold by the Company pursuant to the Purchase Agreement and (B) resold, initially only to (1) QIBs in reliance on Rule 144A and having an executed Note Guarantee from each of (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S. Additional Notes offered after the Guarantors endorsed thereon) Issue Date may be offered and authenticated sold by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the Global Notes may Company from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15accordance with applicable law.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Issuer is subject or usage. The Company Issuer shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following September 22, 1997 (the "Offshore Notes Exchange Date"), upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”) "). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes only shall be in the circumstances and manner form of permanent certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (collectively, the "U.S. Global Notes"), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (collectively, the "Temporary Offshore Global Notes") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following the later of the Separation Date and August 10, 1997 (the "Offshore Notes Exchange Date"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”) "). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes only Note shall be in the circumstances and manner form of permanent certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes Securities and the Trustee’s 's --------------- certificate of authentication shall be substantially in the form of Exhibit A --------- attached hereto. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes Securities and any notation, legend or endorsement on themshall be in a form acceptable to Xxxx XX and the Trustee. Each Note Security shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors Xxxx XX and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes Securities issued in global form shall be issued initially substantially in the form of one or more Global Notes, Exhibit A attached hereto (including the text referred to in footnotes 1 and 2 --------- thereto). Securities issued in definitive form shall be substantially in the form set forth of Exhibit A attached hereto (but without including the text referred to in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (--------- footnotes 1 and having an executed 2 thereto). Each Global Note Guarantee from each shall represent such of the Guarantors endorsed thereon) outstanding Securities as shall be specified therein and authenticated by each shall provide that it shall represent the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the Global Notes aggregate amount of outstanding Securities represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by adjustments made on the records Trustee or the Global Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in required by Section 2.152.06.

Form and Dating. The Notes of each series shall be substantially in the forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 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. If the forms of Notes of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by SECTION 2.03 for the authentication and delivery of such 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 Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as EXHIBIT A. Notes of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes within a series offered and any notation, legend or endorsement sold in reliance on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees 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. The Notes Rule 144A shall be issued initially in the form of one or more Global Notes, substantially permanent global Notes in registered form (the "U.S. GLOBAL NOTES") registered in the form set forth in Exhibit Aname of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes of or within a series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes may of or within a series offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form (the "OFFSHORE GLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes of or within a series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes of or within a series issued pursuant to SECTION 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"OFFSHORE PHYSICAL NOTES"). The Offshore Physical Notes”) in exchange for interests in Notes and U.S. Physical Notes of or within a series are sometimes collectively herein referred to as the "PHYSICAL NOTES." The U.S. Global Notes only and the Offshore Global Notes of or within a series are sometimes referred to herein as the "GLOBAL NOTES." The definitive Notes of or within a series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the circumstances and manner set forth in Section 2.15rules of any securities exchange on which the Notes of or within a series may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees 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. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. 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 Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and made a part of this Indenture. The Guarantees of the Notes by the Guarantors shall be substantially in the forms set forth in Article 10 and Exhibit B hereto, the terms of which are incorporated in and made a part of this Indenture. The Notes and the Guarantees of the Notes by the Guarantors may have notations, legends or endorsements approved as to form by the Company or the Guarantors, as the case may be, and required by law, stock exchange rule rule, agreements to which the Company or the Guarantors, as the case may be, are subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be issuable only in denominations of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms $1,000 and provisions contained in the Notes and the Note Guarantees 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 therebyintegral multiples thereof. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. 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 Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Global Notes and the Depository Trust Company ("DTC"), its nominees, and their respective successors, shall act as the Depositary with respect thereto. Each Global Note shall (i) be registered in registered form in substantially the form set forth in Exhibit A name of the Depositary for such Global Note or the nominee of such Depositary, (ii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions, and (iii) shall bear a legend (the “Physical Notes”"Global Note Legend") in exchange substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the Company or its agent for interests in Global Notes only registration of transfer, exchange, or payment, and any certificate issued is registered in the circumstances name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and manner set forth 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. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. Except as permitted by Section 2.06(g), any Note not registered under the Securities Act shall bear the following legend (the "Private Placement Legend") on the face thereof: "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)(A "QIB") OR THAT IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (C) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF THE SECURITIES ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST THEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES PERSON" HAVE THE MEANINGS ASCRIBED TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING." The Trustee must refuse to register any transfer of a Note bearing such legend that would violate the restrictions described in Section 2.15such legend.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depositary rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both the Company and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A and the Note Guarantees B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more permanent global Notes (the "Global Notes"). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit AA (the "Rule 144A Global Note") and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the "Regulation S Global Note"), and in each case shall be deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Series A Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage in addition to those set forth in Exhibit A hereto. The Company Series B Notes shall approve be substantially in the form of Exhibit B hereto. The notation on each Note relating to the Notes and any notation, legend or endorsement Guarantees shall be substantially in the form set forth on themExhibit C hereto. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be in denominations of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. $1,000 and integral multiples thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, and 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. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notesa single permanent global Note in registered form, substantially in the form set forth in Exhibit AA (the "Rule 144A Global Note"), deposited with the TrusteeNote Custodian, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends legend set forth in Exhibit B. Section 2.6(h). The aggregate principal amount of the Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeNote Custodian, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Notes may offered and sold to Accredited Investors (as defined in Rule 501(a)(1), (2), (3), (5) or (7) under the Securities Act) shall be issued initially in the form of (i) a permanent certificated Notes global Note (the "AI Global Note") in registered form and (ii) a Certificated Note (the "AI Certificated Note") registered in such name and in such denomination as the Company shall instruct the Trustee, each substantially in the form set forth in Exhibit A hereto, deposited with the Note Custodian, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6 hereof. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form set forth in Exhibit A (the “Physical Notes”) in exchange "Temporary Regulation S Global Note"), deposited with the Note Custodian, as custodian for interests in Global Notes only in the circumstances Depositary, duly executed by the Company and manner authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.152.6(h). At any time following 40 days after the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit D(1) hereto, a single permanent Global Note in registered form substantially in the form set forth in Exhibit A (the "Permanent Regulation S Global Note," and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Note Custodian, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note transferred. The Rule 144A Global Note, the AI Global Note and the Regulation S Global Note are sometimes referred to herein as the "Global Notes."

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretoA, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A 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. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (collectively, the “144A Global Note”), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided provided, and shall bear the legends set forth in Section 2.02, as applicable. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit B. A (collectively, the “Regulation S Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.02, as applicable. Notes subsequently resold in the secondary market to Institutional Accredited Investors 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 (collectively, the “IAI Global Note”, and together with the 144A Global Note and the Regulation S Global Note, the “Global Notes”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.02, as applicable. 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 DepositoryDepositary, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.08 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A A, and bearing the legends set forth in Section 2.02, as applicable, (the “Physical Notes”) in exchange for interests in Global Notes ), only in the limited circumstances and manner set forth described in Section 2.152.07. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A hereto. A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, Indenture. Each of the Company, the Guarantors Trustee and the TrusteePaying Agent, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the “U.S. Global Notes”), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more global Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Notes”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Notes which are transferred to Institutional Accredited Investors which are not QIBs (other than in offshore transactions in reliance on Regulation S) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”) ). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes only or the Offshore Global Notes shall be in the circumstances and manner form of U.S. Physical Notes or in the form of permanent certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the “Offshore Physical Notes”), respectively. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Notes and the Offshore Global Notes are sometimes referred to as the “Global Notes.” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Additional Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A hereto. The Exchange Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit B hereto; provided, that the form of the Exchange Notes shall include such variations as are required or, subject to Section 9.02, permitted by the Registration Rights Agreement. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the forms of the Notes annexed hereto as Exhibit A and the Note Guarantees Exhibit B 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. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global NotesNotes in registered form, substantially in the form set forth in Exhibit AA hereto (“Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount Exhibits C-1 and C-2. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of the one or more permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Notes may be issued in provided and shall bear the form of permanent certificated Notes in registered form in substantially the form legends set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances Exhibits C-1 and manner set forth in Section 2.15C-2.

Form and Dating. The Notes and of each series, including Notes in global form (the Trustee’s certificate of authentication “Global Notes”), if any, shall be substantially in the form of Exhibit A established by or pursuant to a Board Resolution, and set forth in an Officer’s Certificate, or in one or more indentures supplemental hereto. The Notes , shall have appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture or any indenture supplemental hereto and may have notationssuch letters, numbers or other marks of identification and such legends or endorsements required placed thereon as may, consistently herewith, be determined by lawthe officers of the Issuers executing such Notes, stock exchange rule or usageas evidenced by their execution of such Notes. The Company shall approve If the form forms of the Notes of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of each of the Issuers and any notation, legend delivered to the Trustee at or endorsement on themprior to the delivery of the Authentication Order contemplated by Section 2.03 for the authentication and delivery of such Notes. Each Note shall be dated the date of its authentication and show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees of each series shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the CompanyIssuers, 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. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. 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 Depository, as hereinafter provided. Notes of any series issued in exchange for interests in a Global Note pursuant to Section 2.15(b) may be issued in the form of permanent certificated Notes in registered form in substantially bearing the form set forth in Exhibit A applicable legends, if any (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15).

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A and the Note Guarantees B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "Global Note"), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"Offshore Physical Notes”) "). Notes offered and sold in exchange for interests in Global Notes only reliance on any other exemption from registration under the Securities Act other than as described in the circumstances preceding paragraph shall be issued, and manner Notes offered and sold in reliance on Rule 144A may be issued, in the form of permanent certificated Notes in registered form, in substantially the form set forth in Section 2.15.Exhibit A (the "U.S. Physical Notes"). The Offshore Physical Notes and the U.S. Physical Notes are sometimes collectively herein referred to as the

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and made a part of this Indenture. The Guarantees of the Notes by the Guarantors shall be substantially in the forms set forth in Article 11, the terms of which are incorporated in and made a part of this Indenture. The Notes and the Guarantees of the Notes by the Guarantors may have notations, legends or endorsements approved as to form by the Company or the Guarantors, as the case may be, and required by law, stock exchange rule rule, agreements to which the Company or the Guarantors, as the case may be, are subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be issuable only in denominations of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms $1,000 and provisions contained in the Notes and the Note Guarantees 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 therebyintegral multiples thereof. The Notes shall be issued initially in the form of one or more Global NotesNotes and the Depository Trust Company, substantially its nominees, and their respective successors, shall act as the Depositary with respect thereto. Each Global Note shall (i) be registered in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each name of the Guarantors endorsed thereonDepositary for such Global Note or the nominee of such Depositary, (ii) and authenticated shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions, and (iii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), to Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as hereinafter provided 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. Any Note not registered under the Securities Act shall bear the legends set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made following legend on the records face thereof: "THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)(A "QIB"), (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO UNDER RULE 144(k) (TAKING INTO ACCOUNT THE PROVISIONS OF RULE 144(d) UNDER THE SECURITIES ACT, IF APPLICABLE) UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS." The Trustee must refuse to register any transfer of a Note bearing such legend that would violate the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued restrictions described in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15such legend.

Form and Dating. Provisions relating to the Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Indenture. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees 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. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. B and Appendix A, as applicable. 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 Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form of Exhibit A heretoas required by Section 3.03 hereof. The definitive Notes shall be printed, typewritten, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may have notationsbe listed, legends or endorsements required all as determined by lawthe Officers executing such Notes, stock exchange rule or usage. The Company shall approve the form as evidenced by their execution of the Notes and any notation, legend or endorsement on themsuch Notes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially Notes offered and sold in the form of Exhibit C. The terms reliance on Rule 144A and provisions contained Notes offered and sold in the Notes and the Note Guarantees 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. The Notes reliance on Regulation S shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit AA-1, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends legend set forth in Exhibit B. C. 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 Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 3.17 hereof may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A A-1 with respect to the Initial Notes and Exhibit A-2 with respect to Exchange Notes (in each case, the “"Physical Notes”) in exchange for interests in Global "). The Notes only shall have notated thereon evidence of each Subsidiary Guarantee, if any, in the circumstances and manner form set forth in Section 2.15Annex A to Exhibit B; provided, however, that the failure of any Note to include such notation shall not affect the validity or enforceability of such Subsidiary Guarantee or such Note against any Subsidiary Guarantor.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company Issuers shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the CompanyIssuers, 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. The Notes 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 “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The Notes issued after the Issue Date shall be issued initially in the form of one or more Global Notesglobal Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company Issuers (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the legends set forth in Exhibit B. Initial Global Notes, the “Global Notes”) or as Physical Notes. 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 Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.15 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any (the “Physical Notes”) in exchange for interests in Global ). Additional Notes only in ranking pari passu with the circumstances and manner set forth Initial Notes (as defined in Section 2.152.02) may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than with respect to the purchase price thereof and the date from which the interest accrues) as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.08. Except as described under Article Nine, the Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase, and shall vote together as one class on all matters with respect to the Notes; provided further that if the Additional Notes are not fungible with the Notes for U.S. Federal income tax purposes the Additional Notes will have a separate CUSIP number, if applicable. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any Additional Notes that are actually issued.

Form and Dating. The Notes and the Trustee’s 's certificate --------------- of authentication shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "U.S. Global Notes"), ------------------- registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Notes"), registered in the name of the nominee of the ----------------------- Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in substantially the form set forth in Exhibit A (the “"Offshore -------- Physical Notes”) in exchange for interests in "). -------------- The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes only --------------- and the Offshore Global Notes are sometimes referred to herein as the "Global ------ Notes." ----- The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the circumstances and manner set forth in Section 2.15rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. E. The terms and provisions contained in the Notes and the Note Guarantees 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. The Notes offered and sold in reliance on Rule 144 and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. 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 Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15).

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions of the Notes applicable to it and to be bound thereby. The Notes shall be issued initially in the form of one or more Global Notesglobal Notes in registered form, substantially in the form set forth in Exhibit AA (the "Global Notes"), deposited with with, or on behalf of the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and provided. Each Global Note shall bear such legend as may be required or reasonably requested by the legends set forth in Exhibit B. Depositary. The aggregate principal amount at maturity of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as the custodian for the Depository, Depositary or its nominee as hereinafter provided. provided The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be issued in listed, all as determined by the form Officer executing such Notes, as evidenced by such Officer's execution of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical such Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees 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. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. 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 Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company or any Subsidiary Guarantor is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors each Subsidiary Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes, Notes in registered form in substantially in the form set forth in Exhibit AA (the “U.S. Global Notes”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form in substantially the form set forth in Exhibit A (the “Offshore Global Notes”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes transferred to Institutional Accredited Investors pursuant to Section 2.08(a) of this Indenture shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”) ). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes only shall be in the circumstances and manner form of permanent certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the “Global Notes.” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of Exhibit A heretothis Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees 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. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit AA (the “Global Note”), deposited with the Trustee, as custodian for DTC (who shall be the Depositoryinitial Depositary with respect to the Notes), duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear bearing the legends legend set forth in Exhibit B. The aggregate principal amount of the any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary, as hereinafter provided; provided, that, except as permitted by Section 2.13, in no event shall the aggregate principal amount of the Global Note or Notes exceed $690,000,000. Notes issued in exchange for interests in a Global Note pursuant to Section 2.13 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in and, if applicable, bearing any legends required hereby but not bearing the circumstances and manner legend set forth in Section 2.15Exhibit B. The Notes shall be denominated in U.S. dollars, and all payments due thereon shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts or such other form of consideration as set forth herein. All references herein and in the Notes to “dollars” or “$” are to U.S. dollars or such other coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The Notes shall be issuable only in registered form without interest coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Form and Dating. The Notes and the Trustee’s certificate of authentication conversion notices shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each The Principal Amount of the Subsidiary Guarantors endorsed thereon substantially Notes shall be in the form denominations of Exhibit C. $1,000 and integral multiples thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to and the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The 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. Upon their original issuance, Initial Notes shall be issued initially in the form of one or more Global NotesNotes in definitive, substantially fully registered form without interest coupons and without the Restricted Note Legend. Additional Notes shall be issued in the form set forth of one or more Global Notes in Exhibit Adefinitive, fully registered form without interest coupons and, unless issued pursuant to an effective registration statement under the Securities Act, bearing the Restricted Note Legend. Global Notes bearing the Restricted Note Legend, together with their Successor Notes which are Global Notes, are collectively herein called the “Restricted Global Notes”. Global Note shall be registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the Depository, duly executed by the Company (and having an executed Note Guarantee from each respective accounts of beneficial owners of the Guarantors endorsed thereon) and authenticated by the Trustee Notes represented thereby (or such other accounts as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the Global Notes they may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15direct).

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depositary rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both the Company and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A and the Note Guarantees B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more permanent global Notes (the "Global Notes"). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit AA (the " Rule 144A Global Note") and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the "Regulation S Global Note"), and in each case shall be deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form forms of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be in denominations of the Subsidiary Guarantors endorsed thereon substantially $2,000 aggregate principal amount and integral multiples of $1,000 in the form of Exhibit C. excess thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, and 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. The However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes shall be dated the date of their authentication. Notes issued initially in global form shall be substantially in the form of one or more Exhibit A attached hereto (including the Global Notes, Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form set forth in of Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company A attached hereto (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of but without the Global Notes may from time to time be increased or decreased by adjustments made on Note Legend thereon and without the records “Schedule of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued Exchanges of Interests in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15Note” attached thereto).

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A hereto. A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, Indenture. Each of the Company, the Guarantors Trustee and the TrusteePaying Agent, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "U.S. Global Notes"), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more global Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided. Notes which are transferred to Institutional Accredited Investors which are not QIBs (other than in offshore transactions in reliance on Regulation S) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”) "). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes only shall be in the circumstances and manner form of U.S. Physical Notes. Notes issued pursuant to Section 2.07 in exchange for interests in Offshore Global Notes shall be in the form of permanent certificated Notes in registered form in substantially the form set forth in Section 2.15Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto. EXHIBIT A. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT B. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A and the Note Guarantees B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "Global Note"), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Section 2.15. The aggregate principal amount of the Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of this Indenture. Any Additional Notes and the Trustee's certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A hereto. A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage to which the Issuer is subject. The Company Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (the "Rule 144A Notes") shall approve bear the Private Placement Legend and include the form of assignment set forth in Exhibit B, Notes offered and sold in offshore transactions in reliance on Regulation S ("Regulation S Notes") shall bear the legend and include the form of assignment set forth in Exhibit C, and Notes offered and any notationsold to Institutional Accredited Investors in transactions exempt from registration under the Securities Act not made in reliance on Rule 144A or Regulation S ("Other Notes") may be represented by the Restricted Global Note, legend or endorsement on themor, if such an investor may not hold an interest in the Restricted Global Note, a Physical Note bearing the Private Placement Legend. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. G hereto. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the CompanyIssuer, the Guarantors any Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. 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 Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto. A. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. If required, the Notes may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. E hereto. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A and the Note Guarantees B, 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 -28- Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "Global Note"), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear all the legends set forth in Exhibit B. Section 2.15. The aggregate principal amount of the Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A hereto. A. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance in global form ("Global Notes") shall be issued initially substantially in the form of one or more Global Exhibit A attached hereto (including the bracketed text). Notes issued in physical form ("Physical Notes, ") shall be substantially in the form set forth in of Exhibit A, A attached hereto (but without including the bracketed text). Each Global Note shall be deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepository or its nominee, as hereinafter provided. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be issued in listed, all as determined by the form Officers executing such Notes, as evidenced by their execution of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical such Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the forms of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. The terms and provisions contained in the form of Escrow Guaranty shall constitute and are expressly made a part of this Indenture. To the extent applicable, the Company, the Guarantors Escrow Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Initial Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (collectively, the "U.S. Global Notes"), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary 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 one or more permanent Global Notes in registered form substantially in the form set forth in Exhibit A (collectively, the "Offshore Global Notes") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Notes offered and sold in reliance on Regulation D to Institutional Accredited Investors under the Securities Act shall be issued in the form of permanent certificated one or more Global Notes in registered form in substantially the form set forth in Exhibit A (the “Physical "IAI Global Notes”) in exchange "), deposited with the Trustee, as custodian for interests in the Depositary, duly executed by the Company and authenticated by the Trustee, as hereinafter provided. The aggregate principal amount of the IAI Global Notes only 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. Upon consummation of the Registration, the Exchange Notes shall be issued in the circumstances and form of Global Notes, substantially in the form annexed hereto as Exhibit A. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner set forth in Section 2.15permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each The Notes shall be in denominations of $1,000 and integral multiples thereof. The Notes will mature on November 15, 2012, and each Note will bear interest from the date of initial issuance of such Note (which date shall have an executed be set forth in the certificate representing such Note) at the rate per annum of 5.65%, which interest shall be payable semiannually on each May 15 and November 15 following the date of initial issuance of such Note, commencing on the first May 15 or November 15 next following the date of initial issuance of such Note Guarantee from each (which date shall be set forth in the certificate representing such Note), to the Person in whose name the certificate representing such Note is registered at the close of business on the preceding May 1 or November 1, as the case may be. The Notes will be subject to redemption prior to maturity pursuant to Article III of this Indenture. The interest rate accruing on the Initial Notes entitled to the benefits of the Subsidiary Guarantors endorsed thereon substantially Registration Rights Agreement is subject to increase upon the occurrence of certain events as provided in the form Registration Rights Agreement. The Notes are senior unsecured obligations of Exhibit C. the Company and rank pari passu in right of payment with all other unsecured and unsubordinated indebtedness of the Company. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to and the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A-1 or A-2 attached hereto (including the Global Note Legend and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A-1 attached hereto (but without the Global Note Legend and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be 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 shall be made by the Trustee, the Depositary or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more the Regulation S Temporary Global NotesNote, substantially in which shall be deposited on behalf of the form set forth in Exhibit A, deposited purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the DepositoryDepositary, and registered in the name of the nominee of the Depositary for credit to the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided provided. The Restricted Period shall be terminated after the 40-day distribution compliance period applicable to the Initial Notes (or subsequent Initial Notes issued upon a reopening of the series of Notes as described in Section 2.2, if applicable) has expired under Regulation S and upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.6(b) hereof), and (ii) an Officers' Certificate from the Company stating that the applicable Restricted Period has terminated. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall bear be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the legends set forth in Exhibit B. Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the TrusteeTrustee and the Depositary or its nominee, as custodian for the Depositorycase may be, in connection with transfers of interests as hereinafter provided. Notes may 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 Bank" and "Customer Handbook" of Clearstream shall be issued applicable to transfers of beneficial interests in the form of permanent certificated Notes in registered form in substantially Regulation S Temporary Global Note and the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Regulation S Permanent Global Notes only that are held by members of, or Participants, in the circumstances and manner set forth in Section 2.15DTC through Euroclear or Clearstream.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form annexed hereto as Exhibit A, in the case of the Restricted Global, Exhibit A heretoB, in the case of the Regulation S Global, and Exhibit C, in the case of a U.S. Certificated Note. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes annexed hereto as Exhibits A, B and the Note Guarantees C shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. Each of the extent applicable, the Company, the Guarantors Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "Restricted Global"), registered in the name of a nominee of the Depository, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the a Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Registrar as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit B (the "Temporary Regulation S Global") registered in the name of a nominee of the Depository for the accounts of Euroclear and Cedelbank, deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following July 28, 1999, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit D hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit B (the "PERMANENT REGULATION S GLOBAL" and, together with the Temporary Regulation S Global, the "REGULATION S GLOBAL") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Common Depositary which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global transferred. The aggregate principal amount of a Regulation S Global may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the DepositoryDepository or its nominee, as hereinafter herein provided. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" of Euroclear and "The General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedelbank shall be applicable to interests in the Global Notes may that are held by Agent Members through Euroclear and Cedelbank. Notes which are transferred to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A C (the “Physical Notes”) "U.S. CERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Regulation S Global Notes only shall be in the circumstances and manner form of certificated Notes in registered form substantially in the form set forth in Exhibit C (the "REGULATION S CERTIFICATED NOTES"). Notes issued pursuant to Section 2.152.07 in exchange for interests in the Restricted Global shall be in the form of the U.S. Certificated Note. The Regulation S Certificated Notes and the U.S. Certificated Notes are sometimes collectively referred to herein as the "CERTIFICATED NOTES." The Restricted Global and Regulation S Global are sometimes collectively herein referred to as the "GLOBAL NOTES." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form annexed hereto as Exhibit A, in the case of the Restricted Global, Exhibit A heretoB, in the case of the Regulation S Global, and Exhibit C, in the case of a U.S. Certificated Note. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes annexed hereto as Exhibits A, B and the Note Guarantees C shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. Each of the extent applicable, the Company, the Guarantors Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes offered and sold in reliance on Rule 144A or initially issued to a QIB in exchange for Destia Notes pursuant to the terms of the Offering Memorandum and Consent Solicitation shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "Restricted Global"), registered in the name of a nominee of the Depository, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the a Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Registrar as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit B (the "Temporary Regulation S Global") registered in the name of a nominee of the Depository for the accounts of Euroclear and Cedelbank, deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following 40 days after the date of issuance of any Notes upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit D hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit B (the "Permanent Regulation S Global" and, together with the Temporary Regulation S Global, the "Regulation S Global") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global transferred. The aggregate principal amount of a Regulation S Global may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depository or its nominee, as herein provided. Notes initially issued to Institutional Accredited Investors in exchange for Destia Notes pursuant to the terms of the Offering Memorandum and Consent Solicitation or transferred to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A C (the “Physical "U.S. Certificated Notes”) "). Notes issued pursuant to Section 2.07 in exchange for interests in the Regulation S Global Notes only shall be in the circumstances and manner form of certificated Notes in registered form substantially in the form set forth in Exhibit C (the "Regulation S Certificated Notes"). Notes issued pursuant to Section 2.152.07 in exchange for interests in the Restricted Global shall be in the form of the U.S. Certificated Note. The Regulation S Certificated Notes and the U.S. Certificated Notes are sometimes collectively referred to herein as the "Certificated Notes." The Restricted Global and Regulation S Global are sometimes collectively herein referred to as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Exchange Notes and --------- the Trustee's certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements --------- required by law, stock exchange rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both the Company and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A and the Note Guarantees B, shall constitute, and are hereby expressly made, a part of ---------- - this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of two or more permanent global Notes (the "Global Notes"). Notes offered and sold (i) in ------------ reliance on Rule 144A shall be issued initially in the form of one or more permanent Global NotesNotes in registered form, substantially in the form set forth in Exhibit AA (the " Rule 144A Global Note") and (ii) in offshore transactions in --------- --------------------- reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "Regulation S Global Note"), and in each --------- ------------------------ case shall be deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit EXHIBIT A hereto. The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of EXHIBIT B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depositary rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both the Issuers and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as EXHIBITS A and the Note Guarantees B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more permanent global Notes (the "GLOBAL NOTES"). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global NotesNotes in registered form, substantially in the form set forth in Exhibit AEXHIBIT A (the " RULE 144A GLOBAL NOTE"), (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in EXHIBIT A (the "REGULATION S GLOBAL NOTE") and (iii) to institutions that are "accredited investors" as defined in Rule 501(a)(1),(2),(3) or (7) under the Securities Act, which are not also Qualified Institutional Buyers shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in EXHIBIT A (the "IAI GLOBAL NOTE"),, and in each case shall be deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto. EXHIBIT A. The Exchange Notes and the Trustee’s certificate of authentication relating thereto shall be substantially in the form of EXHIBIT B. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as EXHIBITS A and the Note Guarantees B, 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. The Notes offered and sold in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AEXHIBIT A (the “GLOBAL NOTES”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Section 2.07. 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 Depository, as hereinafter provided. Notes issued in exchange for interests in the Global Notes pursuant to Section 2.08 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical NotesPHYSICAL NOTES”) in exchange for interests in Global Notes only in and shall bear the circumstances and manner first legend set forth in Section 2.152.07. All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement.

Form and Dating. The Original Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or permitted by this Indenture. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or permitted by this Indenture; provided, that Exchange Notes issued in the Exchange Offer shall not bear the legend set forth in Exhibit A hereto as indicated by footnote 2; provided, further, that Exchange Notes issued in both the Exchange Offer and the Private Exchange Offer shall not refer to Liquidated Damages and shall not include paragraph 20 of Exhibit A hereto. The Notes may have notations, legends or endorsements required by this Indenture, law, stock exchange rule, depository rule or usage. The Company shall approve the form of the Notes and any Any such notation, legend or endorsement on themshall be delivered in writing to the Trustee by the Company. Each Note shall be dated the date of its issuance and show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees Notes, annexed hereto as Exhibit A hereto, shall constitute, and are hereby expressly made, a part of this Indenture andIndenture, to and the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Original Notes shall initially will be issued initially in the form of one or more Global Notesglobal form, substantially in the form of Exhibit A attached hereto (including the text set forth in footnote 1 thereto and the additional schedule referred to therein) and may be issued in definitive form, substantially in the form of Exhibit A, A hereto (not including the text set forth in footnote 1 thereto and the additional schedule referred to therein). The Original Notes initially will be deposited with the Trustee, as custodian for Note Custodian. The Global Notes initially shall be registered in the Depository, duly executed by the Company (and having an executed Note Guarantee from each name of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased Depository or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.the

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, which is a part of this Sixteenth Supplemental Indenture, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Senior Indenture andand this Sixteenth Supplemental 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 by the CompanyOfficers of the Company executing such Notes, the Guarantors and the Trustee, as evidenced by their execution of the Notes. The Notes will initially be issued as Global Securities. The Company initially appoints The Depository Trust Company (“DTC”) and delivery of this Indenturethe Trustee to act as Depositary and custodian, expressly agree respectively, with respect to such terms the Notes. The Company initially appoints the Trustee to act as Paying Agent and provisions and Registrar with respect to be bound therebythe Notes. The Notes shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the “Global Securities”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided provided, and shall bear the legends legend set forth in Exhibit B. Section 2.5. The aggregate principal amount of the Global Notes Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the --------------- Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A hereto. A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. Each of the extent applicable, the Company, the Guarantors Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "U.S. Global Note"), deposited with the Trustee, ---------------- as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount at maturity of the a U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepository or its nominee, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of permanent certificated one or more temporary global Notes in registered form substantially in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange "Temporary Regulation S Global ----------------------------- Note"), deposited on behalf of the purchasers of the Notes ---- represented thereby with the Trustee, as custodian for interests in Global Notes only the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following June 6, 1998 upon receipt by the Trustee and the Company of a certificate substantially in the circumstances and manner form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the "Permanent Regulation S Global ----------------------------- Note" and together with the Temporary Regulation S Global Note, ---- the "Offshore Global Note") duly executed by the Company and -------------------- authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository, which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global Notes transferred. The aggregate principal amount at maturity of an 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 Depository or its nominee, as herein provided.

Form and Dating. The Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of Exhibit A heretothis Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage to which the Issuer is subject. The Company Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”) shall approve bear the Private Placement Legend and include the form of assignment set forth in Exhibit B and Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) shall bear the Private Placement Legend and include the form of assignment set forth in Exhibit B. Notes and any notation, legend or endorsement on themtransferred pursuant to Section 2.17(a) (“Other Notes”) shall be represented by a Physical Note bearing the Private Placement Legend. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. Upon the occurrence of the Subsidiary Guarantors endorsed thereon Exchange Offer in accordance with the Registration Rights Agreement, Exchange Notes issued by the Issuer shall be substantially in the form of set forth in Exhibit C. A (but shall not contain paragraph 9 thereof). The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the CompanyIssuer, the any Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. The However, to the extent any provision of the Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited conflicts with the Trusteeprovisions of this Indenture, as custodian for the Depository, duly executed by the Company (provisions of this Indenture shall govern and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. be controlling. 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 Depository, as hereinafter provided. Notes may be issued in presented for registration of transfer and exchange at the form offices of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15Registrar.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A A(1) hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A(2) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depositary rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A(1) and the Note Guarantees A(2), shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA(1) (the "Global Note"), deposited with the Trustee, as custodian for the DepositoryDepositary, and shall bear the legend set forth in Exhibit B, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary, as hereinafter provided. Notes offered and sold in reliance on any other exemption from registration under the Act other than as described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A may be issued issued, in the form of permanent certificated Notes in registered form form, in substantially the form set forth in Exhibit A A(1) (the “"Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15").

Form and Dating. The Notes and the Trustee’s certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of Exhibit A heretothis Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage to which the Issuer is subject. Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Notes”) and Notes offered and sold to Institutional Accredited Investors (“Institutional Accredited Investor Notes”) shall bear the legend and include the form of assignment set forth in Exhibit B, and Notes offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Notes”) shall bear the legend and include the form of assignment set forth in Exhibit C. The Company Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the CompanyIssuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. The Notes shall be issued initially in However, to the form extent any provision of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited any Note conflicts with the Trusteeexpress provisions of this Indenture, as custodian for the Depository, duly executed by the Company (provisions of this Indenture shall govern and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. be controlling. 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 Depository, as hereinafter provided. Notes may be issued in presented for registration of transfer and exchange at the form offices of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15Registrar.

Form and Dating. The Initial Notes and the notation ---------------- relating to the Trustee’s 's certificate of authentication thereof, shall be substantially in the form of Exhibit Exhibits A heretoor B, as applicable. The Exchange Notes, and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees Notes, annexed hereto as Exhibits A, B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued initially in the form of as one or more Global Notesglobal notes in registered, global form without interest coupons, substantially in the form set forth of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall be referred to collectively herein as the "Rule 144A Global Note." Such Rule 144A Global Notes shall be --------------------- deposited with on behalf of the holders of the Notes represented thereby by the Trustee, at its New York office, as custodian for the DepositoryDTC, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee or an Authenticating Agent as hereinafter provided herein; provided until such time as the Notes Separate from the Warrants, the Rule 144A Global Note shall be represented by a Global Unit deposited with the Unit Agent as custodian for and shall bear registered in the legends set forth in Exhibit B. name of DTC or its nominee. The aggregate principal amount of the Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, or the Depositoryrecords of DTC or its nominee, as the case may be, as hereinafter provided (or by the issue of a further Rule 144A Global Note) in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. Notes may The Rule 144A Global Note and all other Initial Notes, if any, evidencing the debt, or any portion of the debt, initially evidenced by such Rule 144A Global Note, shall collectively be issued in referred to herein as the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical "Rule 144A Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15." ---------------

Form and Dating. The Notes and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit EXHIBIT A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsements (including the Note Guarantee) required by law, stock exchange rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement (including the Note Guarantee) on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each The Notes offered and exchanged in reliance on Section 1145 of Title 11 of the Subsidiary Guarantors endorsed thereon substantially U.S. Code shall be issued in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees 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. The Notes shall be issued initially in the form of one or more Global NotesNote, substantially in the form set forth in Exhibit AEXHIBIT A hereto, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided with the Guarantees of the Guarantors endorsed thereon and shall bear the legends legend set forth in Exhibit B. EXHIBIT B hereto. The aggregate principal amount of the Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to SECTION 2.L5 may be issued in the form of permanent certificated Physical Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.EXHIBIT A.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit EXHIBIT A hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both the Company and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as EXHIBITS A and the Note Guarantees B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of two or more permanent global Notes (the "GLOBAL NOTES"). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global NotesNotes in registered form, substantially in the form set forth in EXHIBIT A (the " RULE 144A GLOBAL NOTE") and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "REGULATION S GLOBAL NOTE"), and in each case shall be deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company Issuers shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the CompanyIssuers, 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. The Notes 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 “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The Notes issued after the Issue Date shall be issued initially in the form of one or more Global Notesglobal Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company Issuers (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the legends set forth in Exhibit B. Initial Global Notes, the “Global Notes”) or as Physical Notes. 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 Depository, Depository as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 3.15 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any (the “Physical Notes”). Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (other than with respect to the purchase price thereof and the date from which the interest accrues) in exchange as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 5.08. Except as described under Article X, the Initial Notes and any Additional Notes subsequently issued under this Supplemental Indenture will be treated as a single class for interests in Global all purposes under this Supplemental Indenture, including waivers, amendments, redemptions and offers to purchase, and shall vote together as one class on all matters with respect to the Notes; provided further that if the Additional Notes only in are not fungible with the circumstances and manner set forth in Section 2.15Notes for U.S. federal income tax purposes the Additional Notes will have a separate CUSIP number, if applicable. Unless the context requires otherwise, references to “Notes” for all purposes of this Supplemental Indenture include any Additional Notes that are actually issued.

Form and Dating. (a) The Notes and the Trustee’s certificate of authentication of the Trustee or an authenticating agent appointed on its behalf pursuant to Section 2.02 shall be substantially in the form of Exhibit A hereto, bearing such legends as are required pursuant to this Section 2.01. The Notes may have notations, legends or endorsements required by this Indenture, law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be in denominations of $1,000 principal amount and integral multiples thereof. The Old Notes and the New Notes shall be considered collectively to be a single class for all purposes of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Any Old Notes that remain outstanding after the Exchange Offer will be aggregated with the New Notes, and the Holders of such Old Notes and the New Notes will vote together as a single series for all such purposes. Accordingly, all references herein to specified percentages in aggregate principal amount of the Subsidiary Guarantors endorsed thereon substantially outstanding Notes shall be deemed to mean, at any time after the Exchange Offer is consummated, such percentages in aggregate principal amount of the form of Exhibit C. Old Notes and the New Notes then outstanding. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, and to the extent applicable, the Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Old Notes offered and sold to QIBs in reliance on Rule 144A ("RULE 144A NOTES") shall be issued initially in the form of one or more Global NotesNotes in definitive, fully registered form, without interest coupons, substantially in the form set forth of Exhibit A hereto, bearing such legends as are required pursuant to this Section 2.01 (the "RESTRICTED GLOBAL NOTES"), will be deposited on the Issue Date with, or on behalf of, the Depositary and registered in Exhibit A, deposited with the Trusteename of Cede & Co., as custodian for nominee of the DepositoryDepositary (such nominee being referred to herein as the "GLOBAL NOTE HOLDER"), duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. herein provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Old Notes may offered and sold in offshore transactions in reliance on Regulation S under the Securities Act ("REGULATION S NOTES") will be issued initially in the form of permanent certificated one or more Global Notes in definitive fully registered form form, without interest coupons, substantially in substantially the form set forth in of Exhibit A hereto, bearing such legends as are required pursuant to this Section 2.01(the "REGULATION S GLOBAL NOTES") and will be deposited on the Issue Date with the Trustee as custodian for, and registered in the name of Cede & Co., as nominee of the Depositary for the accounts of Morgan Guaranty Trust Company of New York, Brussels office, as operatox xx xhe Euroclear System ("EUROCLEAR"), and Cedel Bank, societe anonyme ("CEDEL BANK"). The aggregate principal amount of the “Physical Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the nominee of the Depositary for the Regulation S Global Notes”) , for the accounts of Euroclear and Cedel Bank, as hereinafter provided. Any Person having a beneficial interest in the Global Notes may, upon request to the Trustee, exchange such beneficial interest for Notes in definitive form (each a "CERTIFICATED NOTE"). Certificated Notes issued in exchange for interests in any Regulation S Global Note are sometimes referred to as the "OFFSHORE CERTIFICATED NOTES." Upon any such issuance, the Trustee is required to register such Notes only in the circumstances name of, and manner cause the same to be delivered to, such Persons or Persons (or the nominee of any thereof). Such Notes will be issued in fully registered form and will be subject to transfer restrictions. In addition, if (i) the Company notifies the Trustee in writing that the Depositary is no longer willing or able to act as a depository and the Company is unable to locate a qualified successor within 90 days or (ii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes, then, upon surrender by the relevant Global Note Holder of its Global Note in accordance with Section 2.07(e), Notes in such form will be issued to each Person that such Global Note Holder and the Depositary identify as being the beneficial owner of the related Notes. Except as otherwise provided in Section 2.08(e), each Restricted Global Note, each Regulation S Global Note and each Certificated Note shall bear the legend (the "SECURITIES ACT LEGEND") set forth in Section 2.15below on the face thereof: "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY (1) BY ITS ACQUISITION HEREOF REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE SECURITY EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND (2) IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (X) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A PERSON THAT IS NOT A U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE COMPANY OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (Y) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (X) ABOVE."

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit EXHIBIT A hereto. The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of EXHIBIT B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depositary rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both the Issuers and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as EXHIBITS A and the Note Guarantees B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more permanent global Notes (the "GLOBAL NOTES"). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global NotesNotes in registered form, substantially in the form set forth in Exhibit AEXHIBIT A (the " RULE 144A GLOBAL NOTE") and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in EXHIBIT A (the "REGULATION S GLOBAL NOTE"), and in each case shall be deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A A-1 or Exhibit A-2 attached hereto, as applicable. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each The Notes will be issued in registered form, without coupons, and in minimum denominations of $1.00 in principal amount and integral multiples of $1.00 in excess thereof. The registered Holder will be treated as the owner of such Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. for all purposes. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture andIndenture, to and the extent applicable, the Company, the Guarantors Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Initial Notes are offered and sold in reliance on the provisions of Section 1145 the Bankruptcy Code and shall be issued initially (x) in the form of one or more Global Notes, global Notes substantially in the form set forth of Exhibit A-1 hereto, with such applicable legends as are provided in Exhibit AA-1 hereto (the “Global Note”), which shall be deposited on behalf of the Holders of the Notes represented thereby with the TrusteeDepositary, registered in the name of the Depositary or its nominee, as custodian the case may be, for the Depositorycredit to an account of DTC or members of, or participants and account holders in DTC (“Participants”), duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided or (y) in the form of one or more certificated Notes substantially in the form of Exhibit A-2 hereto (“Certificated Note”), which shall be delivered to Holders of Certificated Notes in accordance with direction provided by the Issuer, registered in the name of the Holder of such Certificated Note, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. Each Global Note shall bear represent such of the legends set forth in Exhibit B. 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 Global aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions, transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made the Registrar. Each Holder (a) consents to the subordination of the Liens securing the Obligations on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form terms set forth in Exhibit A the Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, and (c) authorizes and instructs the Trustee and the Collateral Agent to enter into the Intercreditor Agreement, when applicable, on behalf of such Holder. The foregoing provisions are intended as an inducement to the applicable “Physical Notes”) in exchange for interests in Global Notes only Secured Parties” (as defined in the circumstances Intercreditor Agreement) to extend credit to the Issuer, and manner set forth in Section 2.15such Secured Parties are intended third party beneficiaries of such provisions and the Intercreditor Agreement.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. On or after the later of (i) December 1, 1997 and (ii) the Separation Date, in either case upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”) "). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes only shall be in the circumstances and manner form of permanent certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Subsidiary Guarantees shall be substantially in the form of Exhibit A-1, the terms of which are incorporated in and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be in denominations of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. $1,000 and integral multiples thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, and the Company, the Guarantors ROV Holding and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes issued in global form shall be issued initially substantially in the form of one or more Global Notes, Exhibit A attached hereto (including the text referred to in footnotes 1 and 2 thereto). Notes issued in definitive form shall be substantially in the form set forth of Exhibit A attached hereto (but without including the text referred to in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (footnotes 1 and having an executed 2 thereto). Each Global Note Guarantee from each shall represent such of the Guarantors endorsed thereon) outstanding Notes as shall be specified therein and authenticated by each shall provide that it shall represent the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Global aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in required by Section 2.152.06 hereof.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notesa single permanent global Note in registered form, substantially in the form set forth in Exhibit AA (the "U.S. GLOBAL NOTE"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form substantially in the form set forth in Exhibit A (the "TEMPORARY OFFSHORE 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. At any time following February 1, 1998 (the "OFFSHORE NOTES EXCHANGE DATE"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the "PERMANENT OFFSHORE GLOBAL NOTE"; and together with the Temporary Offshore Global Note, the "OFFSHORE GLOBAL NOTES") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Note in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Note transferred. Notes transferred to Institutional Accredited Investors and Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Note shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) "U.S. PHYSICAL NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes only Note shall be in the circumstances and manner form of permanent certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the "OFFSHORE PHYSICAL NOTES"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "PHYSICAL NOTES." The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the "GLOBAL NOTES." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company Issuers and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. E hereto. The terms and provisions contained in the Notes and the Note Guarantees Notes, annexed hereto as Exhibit A, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and issued in reliance on Section 3(a)(9) of the Securities Act shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "Global Notes"), deposited with the Trustee, as custodian for the Depository, duly executed by the Company Issuers (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. 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 Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15").

Form and Dating. The Notes of each series shall be substantially in the forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, 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 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. If the forms of Notes of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by SECTION 2.03 for the authentication and delivery of such 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 Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as EXHIBIT A. Notes of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes within a series offered and any notation, legend or endorsement sold in reliance on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees 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. The Notes Rule 144A shall be issued initially in the form of one or more Global Notes, substantially permanent global Notes in registered form (the "U.S. GLOBAL NOTES") registered in the form set forth in Exhibit Aname of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes of or within a series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes may of or within a series issued pursuant to SECTION 2.07 in exchange for interests in the U.S. Global Notes shall be issued in the form of permanent certificated Notes in registered form (the "U.S. PHYSICAL NOTES"). Notes of or within a series offered and sold in substantially offshore transactions in reliance on Regulation S shall be issued initially in the form set forth of one or more permanent global Notes in Exhibit A registered form (the “Physical Notes”) "OFFSHORE GLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes of or within a series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes of or within a series issued pursuant to SECTION 2.07 in exchange for interests in the Offshore Global Notes only shall be in the circumstances form of permanent certificated Notes in registered form (the "OFFSHORE PHYSICAL NOTES"). The Offshore Physical Notes and U.S. Physical Notes of or within a series are sometimes collectively herein referred to as the "PHYSICAL NOTES." The U.S. Global Notes and the Offshore Global Notes of or within a series are sometimes referred to herein as the "GLOBAL NOTES." The definitive Notes of or within a series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner set forth in Section 2.15permitted by the rules of any securities exchange on which the Notes of or within a series may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit EXHIBIT A hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company Issuer and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. If required, the Notes may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors and an executed Subordinated Guarantee from the Subordinated Guarantor endorsed thereon substantially in the form forms of Exhibit C. EXHIBITS E and F hereto, respectively. The terms and provisions contained in the Notes Notes, annexed hereto as EXHIBITS A and the Note Guarantees B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the CompanyIssuer, the Guarantors Guarantors, the Subordinated Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. 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 Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of Exhibit A heretothis Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage to which the Issuer is subject. The Company Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A ("Rule 144A Notes") shall approve bear the Private Placement Legend and include the form of assignment set forth in Exhibit B and Notes offered and sold in offshore transactions in reliance on Regulation S ("Regulation S Notes") shall bear the Private Placement Legend and include the form of assignment set forth in Exhibit B. Notes and any notation, legend or endorsement on themtransferred pursuant to Section 2.17(a) ("Other Notes") shall be represented by a Physical Note bearing the Private Placement Legend. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. Upon the occurrence of the Subsidiary Guarantors endorsed thereon Exchange Offer in accordance with the Registration Rights Agreement, Exchange Notes issued by the Issuer shall be substantially in the form of set forth in Exhibit C. A (but shall not contain paragraph 9 thereof). The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the CompanyIssuer, the any Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. The However, to the extent any provision of the Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited conflicts with the Trusteeprovisions of this Indenture, as custodian for the Depository, duly executed by the Company (provisions of this Indenture shall govern and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. be controlling. 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 Depository, as hereinafter provided. Notes may be issued in presented for registration of transfer and exchange at the form offices of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15Registrar.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form set forth in EXHIBIT A, which is incorporated in and forms a part of Exhibit A heretothis Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage to which the Company is subject. The Company Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A ("RULE 144A NOTES") shall approve bear the Private Placement Legend and include the form of assignment set forth in EXHIBIT B, Notes offered and sold in offshore transactions in reliance on Regulation S ("REGULATION S NOTES") shall bear the Private Placement Legend and include the form of assignment set forth in EXHIBIT B. Notes offered and any notation, legend sold to Institutional Accredited Investors that are not QIBs in transactions exempt from registration under the Securities Act not made in reliance on Rule 144A or endorsement on themRegulation S ("OTHER NOTES") shall be represented by a Physical Note bearing the Private Placement Legend. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be issuable only in registered form without coupons in denominations of US$1,000 and any integral multiple thereof. Upon the occurrence of the Subsidiary Guarantors endorsed thereon Exchange Offer in accordance with the Registration Rights Agreement, Exchange Notes issued by the Company shall be substantially in the form of Exhibit C. set forth in EXHIBIT A (but shall not contain paragraph 10 thereof). The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the any Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. The However, to the extent any provision of the Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited conflicts with the Trusteeprovisions of this Indenture, as custodian for the Depository, duly executed by the Company (provisions of this Indenture shall govern and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. be controlling. 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 Depository, as hereinafter provided. Notes may be issued in presented for registration of transfer and exchange at the form offices of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15Registrar.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "U.S. GLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Common Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Registrar in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S and Notes transferred in offshore transactions in reliance on Regulation S prior to February 19, 2000 shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A ("OFFSHORE PHYSICAL NOTES"). At any time after February 19, 2000, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "OFFSHORE GLOBAL NOTES"), registered in the name of the nominee of the Depositary, duly executed by the Company and authenticated by the Trustee, may be deposited with the Common Depositary in exchange for any Offshore Physical Notes and the Registrar shall cancel the Offshore Physical Notes so exchanged. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records of the Registrar, in accordance with the instructions given by the Holder thereof, as hereinafter provided. If a Holder of a U.S. Global Note notifies the Trustee in writing, in accordance with Section 11.02, that a holder of a beneficial interest in such Note wishes to hold such interest through DTC, one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "U.S. GLOBAL DTC NOTES") registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee shall be deposited with the Trustee as hereinafter provided custodian for the Depositary or its nominee and the Registrar shall bear reflect on its books and records the legends set forth date and a decrease in Exhibit B. the principal amount of the U.S. Global Note. The aggregate principal amount of the Global DTC Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes may The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" of Euroclear and "The General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be issued applicable to interests in the form of permanent certificated Offshore Global Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) that are held by Agent Members through Euroclear and Cedel Bank. Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes only shall be in the circumstances form of Offshore Physical Notes. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "PHYSICAL NOTES." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "GLOBAL NOTES." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner set forth in Section 2.15permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officer or Officers executing such Notes, as evidenced by the execution of such Notes.

Form and Dating. The Initial Notes and the Additional Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit A hereto. The Exchange Notes and the Trustee’s certificate of authentication thereon shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the forms of the Notes annexed hereto as Exhibit A and the Note Guarantees Exhibit B 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. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global NotesNotes in registered form, substantially in the form set forth in Exhibit AA hereto (“Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends legend set forth in Exhibit B. The aggregate principal amount C. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of the one or more permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Notes may be issued in provided and shall bear the form of permanent certificated Notes in registered form in substantially the form legend set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.C.

Form and Dating. The Notes and the Trustee’s 's --------------- certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or securities depository agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in and sold to Xxxxxx Xxxxxxx & Co. Incorporated pursuant to the form terms of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed Unit Purchase Agreement by and among the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereonXxxxxx Xxxxxxx & Co. Incorporated and dated February 6, 2000, and Notes transferred to Institutional Accredited Investors pursuant to Section 2.08(a) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. 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 Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”) "). ------------------- Following the Rule 144A Availability Date, Notes transferred in exchange for interests in Global Notes only reliance on Rule 144A shall be issued in the circumstances and manner form of one or more permanent global Notes in registered form, substantially in the form set forth in Section 2.15Exhibit A (collectively, the "U.S. Global Notes"), deposited with the Trustee, as ----------------- custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form set forth in EXHIBIT A, which is incorporated in and forms a part of Exhibit A heretothis Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage to which the Company is subject. The Company Without limiting the generality of the foregoing, Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A ("RULE 144A NOTES") shall approve bear the Private Placement Legend and include the form of assignment set forth in EXHIBIT B, Notes offered and sold in offshore transactions in reliance on Regulation S ("REGULATION S NOTES") shall bear the Private Placement Legend and include the form of assignment set forth in EXHIBIT B. Notes and any notation, legend or endorsement on themtransferred pursuant to Section 2.17(a) ("OTHER NOTES") shall be represented by a Physical Note bearing the Private Placement Legend. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be issuable only in registered form without coupons in denominations of US$1,000 and any integral multiple thereof. Upon the occurrence of the Subsidiary Guarantors endorsed thereon Exchange Offer in accordance with the Registration Rights Agreement, Exchange Notes issued by the Company shall be substantially in the form of Exhibit C. set forth in EXHIBIT A (but shall not contain paragraph 11 thereof). The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the any Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. The However, to the extent any provision of the Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited conflicts with the Trusteeprovisions of this Indenture, as custodian for the Depository, duly executed by the Company (provisions of this Indenture shall govern and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. be controlling. 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 Depository, as hereinafter provided. Notes may be issued in presented for registration of transfer and exchange at the form offices of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15Registrar.

Form and Dating. The Series A Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. usage in addition to those set forth in Exhibit A. The Company Series B Notes shall approve be substantially in the form of Exhibit B. The notation on each Note relating to the Notes and any notationGuarantees, legend or endorsement on them. if any, shall be substantially in the form set forth in Exhibit C. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be in denominations of the Subsidiary Guarantors endorsed thereon substantially $2,000 and integral multiples of $1,000 in the form of Exhibit C. excess thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture andIndenture, to the extent applicable, and the Company, the Guarantors Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The To the extent any provisions contained in the Notes conflict with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notesa single permanent global Note in registered form, substantially in the form set forth in Exhibit AA (the “Rule 144A Global Note”), deposited with the Trustee, as custodian Note Custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian Note Custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto. EXHIBIT A. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT B. The Notes may have notations, legends or endorsements required by law, stock exchange rule or depository rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. If required, the Notes may bear the appropriate legend regarding any original issue discount for federal income tax purposes. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. EXHIBIT E hereto. The terms and provisions contained in the Notes and the Note Guarantees Notes, annexed hereto as EXHIBITS A AND B, 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. The Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AEXHIBIT A (the "Global Note"), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear all the legends set forth in Exhibit B. Section 2.15. The aggregate principal amount of the Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes Restricted Securities (including the Initial Notes) and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A heretoA-1. Unrestricted Notes (including Exchange Notes issued pursuant to the registered exchange offer in accordance with the Registration Rights Agreement) and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A-2. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Notes that are Restricted Securities (including the Initial Notes) shall bear the Private Placement Legend. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. E hereto. The terms and provisions contained in the Notes and the Note Guarantees annexed hereto as Exhibit A 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. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. 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 Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Indenture Trustee’s 's certificate of authentication relating thereto shall be in substantially in the form of set forth in Exhibit A hereto. The Notes may have notationsand Exhibit B to this Indenture, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and which are hereby incorporated in and expressly made, made a part of this Indenture Indenture, and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes may have such appropriate insertions, omissions, with 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 by law or DTC rule or usage, 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. Each Note shall be dated the date of its authentication. Notes may be issued initially in the form of one or more permanent Global Notes, substantially Notes in the form set forth in Exhibit Aregistered form, deposited with the Trustee, as custodian for the DepositoryDTC, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends legend set forth in Exhibit B. Section 2.15(b). The aggregate principal amount of the a Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, DTC as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form form, in substantially the form set forth in Exhibit A (the “"Physical Notes”) in exchange for interests in Global Notes only in the circumstances "), and manner set forth in shall bear any legend required by Section 2.15.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The agreements to which the Company shall approve the form of the Notes and any notation, legend or endorsement on themis subject. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "U.S. Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. At any time after the 40th day following the later of commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Notes"; and together with the Temporary Offshore Global Notes, the "Offshore Global Notes") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold to Institutional Accredited Investors shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “"U.S. Physical Notes”) "). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes only shall be in the circumstances and manner form of permanent certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "Global Notes." The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each In connection with the payment of PIK Interest pursuant to a PIK Election in respect of the Subsidiary Guarantors endorsed thereon substantially Notes, the Company is entitled to, without the consent of the Holders and without regard to Section 4.09 hereof, increase the outstanding principal amount of the Notes or issue additional Notes (“PIK Notes”) under this Indenture on the same terms and conditions as the Notes (in the form of Exhibit C. each case, a “PIK Payment”). The terms and provisions contained in the Notes and the Note Guarantees Guarantees, if any, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notwithstanding the foregoing, in the event of a conflict between the terms and provisions of the Notes or the Guarantees and the terms and provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the “144A Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having, if applicable, an executed Guarantee from each of the Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form of Exhibit A (the “Regulation S Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having, if applicable, an executed Guarantee from each of the Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes offered and sold to AIs in the United States 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 “AI Global Notes” and, together with the 144A Global Notes and the Regulation S Global Notes, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having, if applicable, an executed Guarantee from each of the Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having having, if applicable, an executed Note Guarantee from each of the Guarantors Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the legends set forth in Exhibit B. Initial Global Notes, the “Global Notes”) or as Physical Notes. 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 Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and bearing the applicable legends, if any (the “Physical Notes”) ). On any Interest Payment Date on which the Company pays PIK Interest pursuant to a PIK Election with respect to a Global Note, the Trustee upon receipt of an Authentication Order shall increase the principal amount of such Note by an amount equal to the interest payable, rounded up to the nearest $1.00 for the relevant interest period on the principal amount of such Note as of the relevant record date for such Interest Payment Date, to the credit of the Holders on such record date, pro rata in exchange accordance with their interests, and an adjustment shall be made on the books and records of the Trustee with respect to such Global Note, by the Trustee to reflect such increase. On any Interest Payment Date on which the Company pays PIK Interest pursuant to a PIK Election by issuing certificated PIK Notes, the principal amount of any such PIK Notes issued to any Holder, for interests in Global Notes only in the circumstances and manner set forth in Section 2.15relevant interest period as of the relevant record date for such Interest Payment Date, shall be rounded up to the nearest $1.00.

Form and Dating. The Notes Securities and the Trustee’s certificate of authentication authentication, and the notation on the Securities relating to the Guarantee, shall be substantially in the form forms of Exhibit Exhibits A heretoand A-1, respectively. The Notes Securities may also have such insertions, omissions, substitutions and variations as are required or as may be permitted by or consistent with this Indenture. The provisions of Exhibits A and A-1 are part of this Indenture. The Securities may have notations, legends or and endorsements required by law, law or stock exchange rule or usage. The Company shall approve the form of the Notes Securities and any notation, legend or endorsement on them. Each Note Security shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Securities and the Note Guarantees Guarantee shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the TrusteeSubsidiary Guarantors, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes Securities offered and sold in their initial distribution in reliance on Rule 144A under the Securities Act and other than in reliance on Rule 144A under the Securities Act or Regulation S shall be issued initially in the form of one or more Global NotesSecurities (collectively, and, together with their Successor Securities, the "Restricted Global Security") in fully registered form without interest coupons, substantially in the form of Security set forth in Exhibit AA hereto, with such applicable legends as are provided for in Exhibit A except as otherwise permitted herein. Such Restricted Global Security shall be registered in the name of the Depositary or its nominee and deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear provided, for credit by the legends set forth in Exhibit B. The aggregate principal amount Depositary to the respective accounts of beneficial owners of the Global Notes securities represented thereby (or such other accounts as they may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15direct).

Form and Dating. The Series A Notes and the Trustee’s 's certificate of authentication relating thereto shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage in addition to those set forth in Exhibit A hereto. The Company Series B Notes shall approve be substantially in the form of Exhibit B hereto. The notation on each Note relating to the Notes and any notation, legend or endorsement Guarantees shall be substantially in the form set forth on themExhibit C hereto. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be in denominations of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. $1,000 and integral multiples thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, and 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. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notesa single permanent global Note in registered form, substantially in the form set forth in Exhibit AA (the "RULE 144A GLOBAL NOTE"), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends legend set forth in Exhibit B. Section 2.6(h). The aggregate principal amount of the Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form set forth in Exhibit A (the "TEMPORARY REGULATION S GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6(h). At any time following 40 days after the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit D(1) hereto, a single permanent Global Note in registered form substantially in the form set forth in Exhibit A (the "PERMANENT REGULATION S GLOBAL NOTE," and together with the Temporary Regulation S Global Note, the "REGULATION S GLOBAL NOTE") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note transferred. Notes offered and sold to institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("INSTITUTIONAL ACCREDITED INVESTORS") shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) "US. CERTIFICATED NOTES"). Securities issued pursuant to Section 2.6 in exchange for interests in the Rule 144A Global Notes only Note or the Regulation S Global Note shall be in the circumstances and manner form of permanent Certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the "OFFSHORE CERTIFICATED NOTES"). The Offshore Certificated Notes and U.S. Certificated Notes are sometimes collectively herein referred to as the "CERTIFICATED NOTES." The Rule 144A Global Note and the Regulation S Global Note are sometimes referred to herein as the "GLOBAL NOTES."

Form and Dating. The Notes and the --------------- Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A hereto. A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. Each of the extent applicable, the Company, the Guarantors Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (the "U.S. Global Note"), deposited with the Trustee, ---------------- as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount at maturity of the a U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepository or its nominee, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of permanent certificated one or more temporary global Notes in registered form substantially in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange "Temporary --------- Regulation S Global Note"), deposited on behalf of the purchasers ------------------------ of the Notes represented thereby with the Trustee, as custodian for interests in Global Notes only the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following March 24, 1998 upon receipt by the Trustee and the Company of a certificate substantially in the circumstances and manner form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the "Permanent --------- Regulation S Global Note" and together with the Temporary ------------------------ Regulation S Global Note, the "Offshore Global Note") duly -------------------- executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository, which shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Regulation S Global Notes in an amount equal to the principal amount of the beneficial interest in the Temporary Regulation S Global Notes transferred. The aggregate principal amount at maturity of an 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 Depository or its nominee, as herein provided.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated herein and made part of this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each The Notes will be fully registered as to principal and interest in minimum denominations of the Subsidiary Guarantors endorsed thereon substantially $1,000 and integral multiples of $1,000 in excess thereof. The Notes offered and sold may be issued initially in the form of one or more fully registered global Notes (each being called a "Global Note"), with, or on behalf of, The Depository Trust Company and registered in the name of Cede & Co., as nominee of the Depository (such nominee being referred to herein as the "Global Note Holder"), or will remain in the custody of the Registrar pursuant to the Fast Balance Certificate Agreement between the Depository and the Registrar and shall bear the legend set forth as Exhibit C. B. Except as set forth in Section 2.6, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to and the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and (as to the Trustee, to the extent such terms and provisions pertain to the Trustee) to be bound thereby. The Notes issued in global form shall be issued initially substantially in the form of one or more Global Notes, Exhibit A attached hereto (including the legend on Exhibit B). Notes issued in certificated form shall be substantially in the form set forth in of Exhibit A, deposited with A attached hereto (but without including the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed legend on Exhibit B). Each Global Note Guarantee from each shall represent such of the Guarantors endorsed thereon) outstanding Notes as shall be specified therein and authenticated by each shall provide that it shall represent the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Global aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in required by Section 2.152.6 hereof.

Form and Dating. The Notes of each series shall be substantially in the forms as shall be established by or pursuant to a Board Resolution of the Issuer or in one or more indentures supplemental hereto, 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 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. If the forms of Notes of any series are established by action taken pursuant to a Board Resolution of the Issuer, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by SECTION 2.03 for the authentication and delivery of such 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 Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as EXHIBIT A. Notes of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes within a series offered and any notation, legend or endorsement sold in reliance on them. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees 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. The Notes Rule 144A shall be issued initially in the form of one or more Global Notes, substantially permanent global Notes in registered form (the "U.S. GLOBAL NOTES") registered in the form set forth in Exhibit Aname of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes of or within a series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes may of or within a series issued pursuant to SECTION 2.07 in exchange for interests in the U.S. Global Notes shall be issued in the form of permanent certificated Notes in registered form (the "U.S. PHYSICAL NOTES"). Notes of or within a series offered and sold in substantially offshore transactions in reliance on Regulation S shall be issued initially in the form set forth of one or more permanent global Notes in Exhibit A registered form (the “Physical Notes”) "OFFSHORE GLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Offshore Global Notes of or within a series may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes of or within a series issued pursuant to SECTION 2.07 in exchange for interests in the Offshore Global Notes only shall be in the circumstances form of permanent certificated Notes in registered form (the "OFFSHORE PHYSICAL NOTES"). The Offshore Physical Notes and U.S. Physical Notes of or within a series are sometimes collectively herein referred to as the "PHYSICAL NOTES." The U.S. Global Notes and the Offshore Global Notes of or within a series are sometimes referred to herein as the "GLOBAL NOTES." 28 The definitive Notes of or within a series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner set forth in Section 2.15permitted by the rules of any securities exchange on which the Notes of or within a series may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both the Issuers and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A and the Note Guarantees B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Issuers and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more permanent global Notes (the “Global Notes”). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit AA (the “Rule 144A Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the “Regulation S Global Note”), and in each case shall be deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or Depository rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthem shall be satisfactory to both the Company and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes Notes, annexed hereto as Exhibits A and the Note Guarantees B, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more permanent global Notes (the “Global Notes”). Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit AA (the “Rule 144A Global Note”), and (ii) in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the “Regulation S Global Note”), and in each case shall be deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the any Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) in exchange for interests in Global Notes only in the circumstances and manner set forth in Section 2.15.

Form and Dating. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretoA, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A 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. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in registered form, substantially in the form set forth in Exhibit AA (collectively, the “144A Global Note”), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided provided, and shall bear the legends set forth in Section 2.02, as applicable. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit B. A (collectively, the “Regulation S Global Note”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.02, as applicable. Notes subsequently resold in the secondary market to Institutional Accredited Investors 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 (collectively, the “IAI Global Note,” and together with the 144A Global Note and the Regulation S Global Note, the “Global Notes”), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.02, as applicable. 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 DepositoryDepositary, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.08 may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A A, and bearing the legends set forth in Section 2.02, as applicable, (the “Physical Notes”) in exchange for interests in Global Notes ), only in the limited circumstances and manner set forth described in Section 2.152.07. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and made a part of this Indenture. Subject to Section 2.7 hereof, the Notes shall be issued at any time, or from time to time, in an aggregate principal amount not to exceed $200,000,000. The Notes may have notations, legends or endorsements required by law, stock exchange rule or agreements to which the Company or any Guarantor is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be issued initially in denominations of $1,000 and integral multiples thereof. Notes offered and sold in reliance on Rule 144A under the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes and the Note Guarantees 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 Securities Act ("RULE 144A") and to be bound thereby. The Notes institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act ("ACCREDITED INVESTORS") shall be issued initially in the form of one or more Global Notespermanent global notes in registered form, in substantially in the form set forth in Exhibit AA (the "GLOBAL NOTE"), deposited with the Trustee, as custodian for The Depository Trust Company (the Depository"DEPOSITARY"), duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of permanent certificated Notes Securities in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) "OFFSHORE PHYSICAL SECURITIES"). Additionally, Notes offered and sold in exchange for interests in Global Notes only reliance on any other exemption from registration under the Securities Act, including pursuant to Rule 144A, other than as described in the circumstances and manner preceding paragraph may be issued, in the form of permanent certificated Notes in registered form, in substantially the form set forth in Section 2.15Exhibit A (the "U.S. PHYSICAL SECURITIES"). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the "PHYSICAL SECURITIES".

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A heretowith such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the form of the Notes and the Note Guarantees annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notesa single permanent global Note in registered form, substantially in the form set forth in Exhibit AA (the "U.S. GLOBAL NOTE"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form substantially in the form set forth in Exhibit A (the "TEMPORARY OFFSHORE 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. At any time following April 9, 1997 (the "OFFSHORE NOTES EXCHANGE DATE"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, a single permanent global Note in registered form substantially in the form set forth in Exhibit A (the "PERMANENT OFFSHORE GLOBAL NOTE"; and together with the Temporary Offshore Global Note, the "OFFSHORE GLOBAL NOTES") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Note in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Note transferred. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “Physical Notes”) "U.S. PHYSICAL NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Notes only Note shall be in the circumstances and manner form of permanent certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A (the "OFFSHORE PHYSICAL NOTES"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "PHYSICAL NOTES". The U.S. Global Note and the Offshore Global Note are sometimes referred to herein as the "GLOBAL NOTES". The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A heretoA-1. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usageusage in addition to those set forth in Exhibit A-1. The Company Exchange Notes shall approve be substantially in the form of Exhibit A-2 hereto. The notation on each note relating to the Notes and any notationGuarantees shall be substantially in the form set forth on Exhibit B, legend or endorsement on themwhich is part of this Indenture. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be in denominations of the Subsidiary Guarantors endorsed thereon substantially in the form of Exhibit C. $1,000 and integral multiples thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture andIndenture, to the extent applicable, and the Company, the Guarantors Guarantors, if any, from time to time and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notesa single permanent global Note in registered form, substantially in the form set forth in Exhibit AA-1 (the "Rule 144A Global Note"), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the Rule 144A Global Notes Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form substantially in the form set forth in Exhibit A-1 (the "Temporary Regulation S Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following 40 days after the later of the commencement of the offering of the Notes and the Issue Date, upon receipt by the Trustee and the Company of a duly executed certificate substantially in the form of Exhibit C(1), a single permanent Global Note in registered form substantially in the form set forth in Exhibit A-1 (the "Permanent Regulation S Global Note," and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in the Regulation S Global Note transferred. Notes offered and sold to institutional accredited investors (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) ("Institutional Accredited Investors") shall be issued in the form of permanent certificated U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A A-1 (the “Physical "U.S. Certificated Notes”) "). Securities issued pursuant to Section 2.6 in exchange for interests in the Rule 144A Global Notes only Note or the Regulation S Global Note shall be in the circumstances and manner form of permanent Certificated Notes in registered form substantially in the form set forth in Section 2.15Exhibit A-1 (the "Offshore Certificated Notes"). The Offshore Certificated Notes and U.S. Certificated Notes are sometimes together referred to as the "Certificated Notes." The Rule 144A Global Note and the Regulation S Global Note are sometimes together referred to as the "Global Notes."

Form and Dating. The Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto. A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. , in addition to those set forth in Exhibit A. The Company shall approve the form of the Notes and any notation, legend or endorsement on themthe Notes. Each Note shall be dated the date of its authentication. Each Note The Notes shall have an executed Note Guarantee from each be issuable only in registered form, without coupons, in denominations of the Subsidiary Guarantors endorsed thereon substantially $1,000 in the form of Exhibit C. principal amount or any integral multiple thereof. The terms and provisions contained in the Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notespermanent global Notes in definitive, fully registered form without interest coupons, substantially in the form set forth in Exhibit AA (the "U.S. Global Notes"), deposited with the Trustee, as custodian for for, and registered in the Depositoryname of a nominee of, the Depositary, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Notes may offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent certificated global Notes in fully registered form without interest coupons, substantially in substantially the form set forth in Exhibit A (the “Physical "Offshore Global Notes”) in exchange for interests in Global Notes only "), deposited with the Trustee, as custodian for, and registered in the circumstances and manner set forth in Section 2.15.name of