Common use of Form and Dating Clause in Contracts

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits A or 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. The terms and provisions contained in the 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 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. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Notes, the Exchange Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, as applicable. The Exchange Notes, A-1 and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableA-2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee 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 shall show the date of its authentication. Any Note (whether a Global Note or a Physical Note) that is a Restricted Security shall bear the Private Placement Legend set forth in Exhibit B. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Co-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 will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially issued in global the form without interest couponsof one or more Global Notes, substantially in the form of Exhibit A heretoset forth in Exhibits A-1 and A-2, deposited with such applicable the Trustee, as custodian for the Depositary, duly executed by the Co-Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legends as are provided relating to Global Notes set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." B. The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepositary, as hereinafter provided. The Regulation S Notes issued in exchange for interests in a Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively pursuant to Section 2.16 may be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A heretopermanent certificated Notes in registered form in substantially the form set forth in Exhibits A-1 and A-2 (the “Physical Notes”) and shall, with such applicable to the extent applicable, bear the legends as are provided set forth in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."B.

Form and Dating. The Initial Notes and the notation relating to Additional Notes and the Trustee's ’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. 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. The terms and provisions contained in the Notes, forms of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution 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 hereto (“Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A heretoone or more permanent Global Notes (a “Regulation S Global Note”) deposited with the Trustee, with such applicable legends as are custodian for the Depository, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial C. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." that are held by participants through Euroclear or Clearsteam. The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global definitive Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount typed, printed, lithographed or engraved or produced by any combination of the Rule 144A Global Note these methods or may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or produced in any other manner permitted by the issue rules of a further Rule 144A Global Note)any securities exchange on which the Notes may be listed, in connection with a corresponding decrease or increase in all as determined by the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Officers executing such Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESevidenced by their execution of such Notes."

Form and Dating. The Initial Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit 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 Guarantee from each of the Guarantors and an executed Subordinated Guarantee from the Subordinated Guarantor endorsed thereon substantially in the forms of Exhibits E and F hereto, respectively. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer, the 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 will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only sold in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the reliance on Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(the “Global Note”), except deposited with the Trustee, as otherwise permitted hereincustodian for the Depository, duly executed by the Issuer (and having an executed Guarantee and Subordinated Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.15. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Notes issued in exchange for interests in a Global Note and all other Initial pursuant to Section 2.16 or Notes that originally purchased by or transferred to Institutional Accredit Investors who are not Rule 144A Global QIBs will be issued in the form of permanent certificated Notes shall collectively be referred to herein as in registered form in substantially the "REGULATION S NOTES." form set forth in Exhibit A (the “Physical Notes”). All Notes offered and sold in their initial distribution in reliance on Rule 144A Regulation S shall be initially issued in global form without interest coupons, substantially remain in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial a Global Notes shall be referred to collectively herein as Note until the "RULE 144A GLOBAL NOTE." The aggregate principal amount consummation of the Rule 144A Global Note may from time Exchange Offer pursuant to time be increased or decreased by adjustments made on the records applicable Registration Rights Agreement; provided, however, that all of the Trustee, as hereinafter provided (or time periods specified in the applicable Registration Rights Agreement to be complied with by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESIssuer have been so complied with."

Form and Dating. The Initial Series A Notes and the Series B Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee's ’s certificate of authentication thereof, shall be substantially in the form of Exhibits A or BA-1 and A-2, 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 applicablerespectively. 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. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in global the form without interest couponsof one or more permanent Global Notes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A heretoA-1 (“Global Notes”), except deposited with the Trustee, as otherwise permitted herein. Such Initial Global Note custodian for the Depository, and shall be referred to collectively herein as bear the "REGULATION S GLOBAL NOTE." legend set forth on Exhibit B. The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Regulation S shall be issued in the form of certificated Notes in registered form set forth in Exhibit A-1 (the “Offshore Physical Notes”). Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A shall may be initially issued in global form without interest couponsissued, substantially in the form of Exhibit A hereto, with such applicable legends as are provided certificated Notes in registered form in substantially the form set forth in Exhibit A, except as otherwise permitted hereinA-1 (the “U.S. Physical Notes”). Such Initial Global The Offshore Physical Notes shall be and the U.S. Physical Notes are sometimes collectively herein referred to collectively herein as the "RULE 144A GLOBAL NOTE“Physical Notes." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."”

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit 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. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, Notes annexed hereto as Exhibits A, B, C, D A and B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will offered and sold (i) in reliance on Rule 144A, (ii) to Institutional Accredited Investors or (iii) in reliance on Regulation S, shall be issued initially be represented in the form of one or more permanent global Notes in registered form, substantially in the form set forth in Exhibit A (the "Global Notes"), deposited with the Trustee, as custodian for the Depository, duly executed by the Initial Global Notes. The Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legend set forth in Exhibit A. One or more separate Global Notes shall be issuable only in bearer form and the Definitive issued to represent Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or held by (i) Qualified Institutional Buyers (a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S "QIB Global Note"), one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange (ii) Institutional Accredited Investors (an "IAI Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on), and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participantsiii) and the records of participants (with respect to interests of persons other than participants). Persons acquiring Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein(a "Regulation S Global Note"). Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." All Notes offered and sold in their initial distribution in reliance on Rule 144A Regulation S shall be initially issued in global form without interest coupons, substantially remain in the form 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 until the "RULE 144A GLOBAL NOTE." The aggregate principal amount consummation of the Rule 144A Global Note may from time Exchange Offer pursuant to time be increased or decreased by adjustments made on the records Registration Rights Agreement; provided, however, that all of the Trustee, as hereinafter provided (or time periods specified in the Registration Rights Agreement to be complied with by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESIssuer have been so complied with."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or 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 applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and shall furnish any such legend not contained in Exhibit A to the Trustee shall approve the form of the Notes and any notation, legend or endorsement on themin writing. Each Note shall be dated the date of its issuance authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof; provided that the additional Notes issued in lieu of the cash payment of interest on the Notes shall show be issued in denominations (rounded, if necessary to the date nearest dollar) of its authentication$1 and integral multiples thereof, in an aggregate principal amount equal to the amount of interest that would be payable with respect to such Notes if such interest were paid in cash. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by In the Initial Global Notesevent of a conflict, the terms of the Indenture shall control. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided attached hereto (including the text referred to in Exhibit A hereto, except as otherwise permitted hereinfootnote 1 thereto). Such Initial Global Note Notes issued in certificated form shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with attached hereto (but without including the text referred to in footnote 1 thereto). Each Global Note shall represent such applicable legends of the outstanding Notes as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall be referred to collectively herein as specified therein and each shall provide that it shall represent the "RULE 144A GLOBAL NOTE." The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Rule 144A Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee, as hereinafter provided (or in accordance with instructions given by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, Holder thereof as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESrequired by Section 2.06 hereof."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits EXHIBIT A or B, as applicablehereto. The Exchange Notes, 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 applicableEXHIBIT B hereto. 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 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. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, EXHIBITS A and B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests issued initially in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts form of the individual book-entry interests in such Global two or more permanent global Notes (the "BOOK-ENTRY INTERESTSGLOBAL NOTES") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold (i) in their initial distribution 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 " RULE 144A GLOBAL NOTE") and (ii) in offshore transactions in reliance on Regulation S shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (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 authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

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 Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. 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 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. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company 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 will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests issued initially in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts form of the individual book-entry interests in such Global one or more permanent global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the “Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participantsNotes”). Notes offered and sold (i) in their initial distribution 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 “Rule 144A Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially issued in global the form without interest couponsof one or more permanent Global Notes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(the “Regulation S Global Note”), except as otherwise permitted herein. Such Initial Global Note and in each case shall be referred to collectively herein deposited with the Trustee, as custodian for the "REGULATION S GLOBAL NOTE." Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits A or 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. The terms and provisions contained in the 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 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. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore therefor in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits A or 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. Exhibit 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 and the Trustee 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 issuance and authentication. The Notes shall show the date be issuable only in registered form, without coupons, in denominations of its authentication$1,000 in principal amount or any integral multiple thereof. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." U.S. Global Notes"), deposited with the Trustee, as custodian for, and registered in the name of a nominee of, the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notesits nominee, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more permanent global Notes in fully registered form without interest coupons, substantially in the form of set forth in 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." Offshore Global Notes"), deposited with the Trustee, as custodian for, and registered in the name of a nominee of, the Depositary for the accounts of the Euroclear System ("Euroclear") and Cedel Bank Societe Anonyme ("Cedel Bank"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notesits nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in fully registered form without interest coupons in substantially the form set 11 19 forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.8 in exchange for interests in the Offshore Global Notes shall be in the form of permanent certificated Notes in fully registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Rule 144A Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Note and all other Initial Notes that the Offshore Global Note are not Regulation S Global Notes shall collectively be sometimes referred to herein as the "RULE 144A NOTESGlobal 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. SECTION 2.2.

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, thereof shall be substantially in the form of Exhibits Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or Bpermitted hereby, as applicablewhich is hereby incorporated in and expressly made a part of this Indenture. The Exchange Notes, Notes and the notation relating to the Trustee's certificate of authentication thereof, thereof shall be substantially in the form of Exhibits C Exhibit B hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or Dpermitted hereby, as applicablewhich 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, any organizational document or governing instrument, or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. 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. The terms and provisions contained in the 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 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. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Notes bearing the legends set forth on Exhibit C hereto under the heading "Form of Legend for 144A Notes" and "Form of Legend for Global Notes" and Notes offered and sold in reliance on Regulation S shall be issued initially issued in global the form without interest coupons, of one or more Regulation S Global Notes bearing the legends set forth as on Exhibit C hereto under the heading "Form of Legend for Regulation S Notes" and "Form of Legend for Global Notes," each substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except deposited with the Trustee, as otherwise permitted hereincustodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided with the Guarantees of the Guarantors endorsed thereon. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Series A Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form of Exhibits A or 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. Exhibit 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 and the Trustee 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 issuance authentication. The Notes shall be in denominations of $2,000 and shall show the date integral multiples of its authentication$1,000 in excess thereof. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture andIndenture, to and the extent applicableCompany, the Company Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The To the extent any provisions contained in the Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited conflict with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent express provisions of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary intereststhis Indenture, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts provisions of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will this Indenture shall govern and be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants)controlling. Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be issued initially issued in the form of a single permanent global form without interest couponsNote in registered form, substantially in the form of set forth in Exhibit A hereto(the “Rule 144A Global Note”), deposited with such applicable legends the Note Custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as are provided in Exhibit A, except as otherwise permitted hereinhereinafter provided. Such Initial Global Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the TrusteeNote Custodian for the Depositary or its nominee, as hereinafter provided provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of a single permanent global Note in registered form substantially in the form set forth in Exhibit A (or the “Regulation S Global Note”), deposited with the Note Custodian for the Depositary, duly executed by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made in consequence the records of the issue of Definitive Notes Note Custodian for the Depositary or additional Rule 144A Notesits nominee, as hereinafter provided. 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”), if any, shall be issued in the form of permanent U.S. Certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Certificated Notes”). Notes issued pursuant to Section 2.6 in exchange for interests in the Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent Certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Certificated Notes”), in the case of those issued in exchange for the Regulation S Global Note, and U.S. Certificated Notes, in the case of those issued in exchange for the Rule 144A Global Note. The Offshore Certificated Notes and U.S. Certificated Notes are sometimes collectively herein referred to as the “Certificated Notes.” The Rule 144A Global Note and all other Initial Notes that are not the Regulation S Global Notes shall collectively be Note are sometimes referred to herein as the "RULE 144A NOTES“Global Notes."”

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 Exhibits Exhibit A or 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 applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee 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 shall show the date of its authentication. Each Note shall have an executed Guaranty from each of the Guarantors existing on the date of authentication of such Note endorsed thereon substantially in the form of Exhibit D. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes and the Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution reliance on Rule 144A shall be issued initially in the form of a 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 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 legends set forth in Exhibit B. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto(the “Regulation S Global Notes” and, together with such applicable the 144A Global Notes, 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 legends as are provided set forth in Exhibit A heretoB. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, except substantially in the form set forth in Exhibit A, deposited with the Trustee, as otherwise permitted herein. Such 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 any legends required by applicable law (together with the Initial Global Note shall be referred to collectively herein Notes, the “Global Notes”) or as the "REGULATION S GLOBAL NOTE." Physical Notes. The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Notes issued in exchange for interests in a Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively pursuant to Section 2.15 may be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A heretoand bearing the applicable legends, if any (the “Physical Notes”). Additional Notes ranking pari passu with such applicable legends the Initial Notes (as are provided defined in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall Section 2.02) may be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Global Note may created and issued from time to time be increased by the Issuers without notice to or decreased by adjustments made on the records consent of the TrusteeHolders 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 hereinafter the Initial Notes; provided (or by that the Issuers’ ability to issue of a further Rule 144A Global Note), in connection Additional Notes shall be subject to the Issuers’ compliance with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter providedSection 4.08. The Rule 144A Global Note Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all other Initial 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 not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESactually issued."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or 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 applicablepermitted 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 and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global form Notes in registered form, without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S U.S. GLOBAL NOTE." NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or its nominee, in accordance with the instructions given by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesHolder thereof, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more permanent global form Notes in registered form, without interest coupons, substantially in the form of set forth in 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 OFFSHORE GLOBAL NOTE." NOTES"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notesits nominee, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Notes and the notation relating to Additional Notes and the Trustee's certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or the Common 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. The terms and provisions contained in the Notes, forms of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution 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 Common Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the "IAI Global Notes"), deposited with the Common Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially issued in global form without interest coupons, substantially in the form of Exhibit A heretoone or more Regulation S Temporary Global Notes deposited with the Common Depository, with such applicable and registered in the name of the Common Depository or the nominee of the Common Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legends as are provided set forth in Exhibit A heretoC and Exhibit D. Following the termination of the Distribution Compliance Period, except as otherwise permitted herein. Such Initial beneficial interests in a Regulation S Temporary Global Note shall will be referred exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to collectively herein as the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note, the Trustee will cancel the related Regulation S Temporary Global Note. The provisions of the "REGULATION S GLOBAL NOTE.Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream will be applicable to transfers of beneficial interests in the Global Notes that are held by participants through Euroclear or Clearstream. The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesCommon Depository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global definitive Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount typed, printed, lithographed or engraved or produced by any combination of the Rule 144A Global Note these methods or may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or produced in any other manner permitted by the issue rules of a further Rule 144A Global Note)any securities exchange on which the Notes may be listed, in connection with a corresponding decrease or increase in all as determined by the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Officer executing such Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESevidenced by their execution of such Notes."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. 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. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution to Accredited Investors or in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." Global Note"), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.15(a) and (b). The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notescustodian for DTC, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution 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"), duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.15(a). Notes offered and sold to Accredited Investors or in reliance on Rule 144A shall may be initially issued in global form without interest couponsissued, substantially in the form of permanent certificated Notes in registered form, in substantially the form set forth in Exhibit A hereto(the "U.S. Physical Notes"), with such applicable legends duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.15(a). The Offshore Physical Notes and the U.S. Physical Notes are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall be sometimes collectively herein referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Physical Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto (“Global Notes”). The Exchange Notes, Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or the 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. The terms and provisions contained in the Notes, forms of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes originally sold to QIBs shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of one or more permanent global notes in registered form. The , substantially in the form set forth in Exhibit A (the “QIB Global Notes shall be Notes”), deposited with the Book-Entry Depositary Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes issued to Institutional Accredited Investors as defined in Rule 501(a)(1), (2), (3) or a custodian therefore (7) under the Securities Act shall be issued initially in accordance the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Notes”), deposited with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing Trustee, as custodian for the Regulation S Global NoteDepository, one certificateless depositary interest representing duly executed by the Rule 144A Global Note and, if Company and when issued, one certificateless depositary interest representing authenticated by the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting Trustee as agent of the Company, shall maintain a book-entry system hereinafter provided and shall record bear the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest legend set forth in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Exhibit C. Notes offered and sold in their initial distribution offshore transactions in reliance on Regulation S shall be issued initially issued in global form without interest coupons, substantially in the form of Exhibit A heretoone or more Regulation S Temporary Global Notes, with such applicable legends as are provided registered in Exhibit A heretothe name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream. Following the termination of the Restricted Period, except as otherwise permitted herein. Such Initial beneficial interests in a Regulation S Temporary Global Note shall will be referred exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to collectively herein as the "REGULATION Applicable Procedures. Simultaneously with the authentication of a Regulation S GLOBAL NOTE." Permanent Global Note, the Trustee will cancel the related Regulation S Temporary Global Note. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes that are held by participants through Euroclear or Clearstream. The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global definitive Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount typed, printed, lithographed or engraved or produced by any combination of the Rule 144A Global Note these methods or may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or produced in any other manner permitted by the issue rules of a further Rule 144A Global Note)any securities exchange on which the Notes may be listed, in connection with a corresponding decrease or increase in all as determined by the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Officer executing such Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESevidenced by their execution of such Notes."

Form and Dating. (a) The Initial Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, as applicable. The Exchange Notes, and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially Exhibit A-1 (in the form case of Exhibits C or D, as applicablea Floating Rate Note) attached hereto and Exhibit A-2 (in the case of a Fixed Rate Note) attached 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 of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance authentication. The Notes initially shall be issued only in denominations of $2,000 and shall show the date integral multiples of its authentication$1,000 in excess thereof. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes shall constitute, and are hereby expressly made, a part of this Indenture andIndenture, to the extent applicable, and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially 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 represented by the Initial Global Notescontrolling. The Global Notes shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only in registered form. The of one or more Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form attached as Exhibit A-1 (in the case of the Floating Rate Notes) or Exhibit A heretoA-2 (in the case of the Fixed Rate Notes) hereto and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Note Custodian, with such applicable legends and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as are provided in Exhibit A hereto, except as otherwise permitted hereinhereinafter provided. Such Initial Each Global Note shall represent such of the outstanding Notes as shall be referred to collectively herein as specified therein and each shall provide that it shall represent the "REGULATION S GLOBAL NOTE." The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, 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, as hereinafter provided (or in accordance with instructions given by the issue of a further Regulation S Holder thereof as required by Section 2.6 hereof. Except as set forth in Section 2.6 hereof, the Global Note)Notes may be transferred, in connection with a corresponding decrease or increase whole and not in the aggregate principal amount part, only to another nominee of the Rule 144A Global Note Depositary or in consequence to a successor of the issue of Definitive Notes Depositary or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTESits nominee." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Notes and the notation relating to any Additional Notes and the Trustee's ’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or DTC rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, forms of the Notes annexed hereto as Exhibits A, Exhibit A and Exhibit B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Guarantor party hereto and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case thereby upon authentication thereof pursuant to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants)this Indenture. Notes offered and sold in their initial distribution 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 DTC, and registered in the name of DTC or the nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Notes”), deposited with the Trustee, as custodian for DTC, and registered in the name of DTC or the nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially issued in the form of one or more notes in registered, global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(the “Regulation S Global Notes”), except deposited with the Trustee, as otherwise permitted herein. Such Initial custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. During the Restricted Period, beneficial interests in the Regulation S Global Notes may be held only through Euroclear and Clearstream (as indirect participants in DTC), unless transferred to a Person that takes delivery through a Rule 144A Global Note in accordance with the certification requirements set forth in Section 2.16. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by participants through Euroclear or Clearstream. Exchange Notes issued in exchange for a like principal amount of Initial Notes shall be referred to collectively herein issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit B, deposited with the Trustee, as custodian for the "REGULATION S GLOBAL NOTE." Depository, and registered in the name of the Depository or the nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notescustodian for DTC, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global definitive Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount typed, printed, lithographed or engraved or produced by any combination of the Rule 144A Global Note these methods or may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or produced in any other manner permitted by the issue rules of a further Rule 144A Global Note)any securities exchange on which the Notes may be listed, in connection with a corresponding decrease or increase in all as determined by the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Officer executing such Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESevidenced by their execution of such Notes."

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 Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or 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 applicablepermitted 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 and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(the “U.S. Global Notes”), except registered in the name of the nominee of the Depositary, deposited with the Trustee, as otherwise permitted hereincustodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or its nominee, in accordance with the instructions given by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesHolder thereof, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more permanent global Notes in registered form without interest coupons, substantially in the form of set forth in Exhibit A hereto(the “Offshore Global Notes”), registered in the name of the nominee of the Depositary, deposited with such applicable legends the Trustee, as are provided in Exhibit Acustodian for the Depositary, except duly executed by the Company and authenticated by the Trustee as otherwise permitted hereinhereinafter provided. Such Initial Global Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, its nominee as hereinafter provided. The Rule 144A Notes transferred to Institutional Accredited Investors pursuant to Section 2.08(a) of this Indenture, or Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Note and all other Initial Notes, shall be issued in the form of permanent certificated Notes that are not Regulation S 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 shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively be herein referred to as the “Physical Notes.” The U.S. Global Notes and the Offshore Global Notes are sometimes collectively referred to herein as the "RULE 144A NOTES“Global Notes."” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of --------------- authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or 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 applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company or the Guarantors are subject or usage. The Company and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company Company, each Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." U.S. 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 Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or its nominee, in accordance with the instructions given by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesHolder thereof, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more permanent global Notes in registered form without interest coupons, substantially in the form of set forth in 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." 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 Rule 144A Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notesits nominee, as hereinafter provided. The Rule 144A Global Note Notes offered and all other Initial sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes that are not Regulation S 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 shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical ----------------- Notes"). ----- The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively be herein referred to as the "Physical Notes." The U.S. Global Notes -------------- and the Offshore Global Notes are sometimes referred to herein as the "RULE 144A NOTESGlobal ------ 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 Exchange Debentures and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or Bhereto, as applicablethe terms of which are incorporated herein and made part of this Exchange Debenture Indenture. 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 Debentures 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 Exchange Debenture shall be dated the date of its issuance and shall show the date of its authentication. The Exchange Debentures will be fully registered as to principal and interest in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Exchange Debentures offered and sold may be issued initially in the form of one or more fully registered global Exchange Debentures (each being called a "Global Exchange Debenture"), with, or on behalf of, The Depository Trust Company and registered in the name of Cede & Co., as nominee of the Depository (such nominee being referred to herein as the "Global Exchange Debenture Holder"), or will remain in the custody of the Registrar pursuant to the Fast Balance Certificate Agreement between the Depository and the Registrar and shall bear the legend set forth as Exhibit B. Except as set forth in Section 2.6, the Global Exchange Debenture may be transferred, in whole and not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Exchange Debentures shall constitute, and are hereby expressly made, a part of this Exchange Debenture Indenture and, to the extent applicable, and the Company and the Trustee, by their execution and delivery of this Exchange Debenture Indenture, expressly agree to such terms and provisions and (as to the Trustee, to the extent such terms and provisions pertain to the Trustee) to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially Debentures issued in global form without interest coupons, shall be substantially in the form of Exhibit A hereto, with such applicable legends as are provided attached hereto (including the legend on Exhibit B). Exchange Debentures issued in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note certificated form shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with attached hereto (but without including the legend on Exhibit B). Each Global Exchange Debenture shall represent such applicable legends of the outstanding Exchange Debentures as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall be referred to collectively herein as specified therein and each shall provide that it shall represent the "RULE 144A GLOBAL NOTE." The aggregate principal amount of outstanding Exchange Debentures from time to time endorsed thereon and that the Rule 144A Global Note aggregate amount of outstanding Exchange Debentures represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Exchange Debenture to reflect the amount of any increase or decrease in the amount of outstanding Exchange Debentures represented thereby shall be made by adjustments made on the records Trustee or the Exchange Debenture Custodian, at the direction of the Trustee, as hereinafter provided (or in accordance with instructions given by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, Holder thereof as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESrequired by Section 2.6 hereof."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, annexed hereto 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. Exhibit 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 and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of a single permanent global form without interest couponsNote in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." U.S. Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notesits nominee, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of a single permanent global Note in registered form without interest coupons, substantially in the form of set forth in 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." Offshore Global Note") deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notesits nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Physical Notes"). The Rule 144A Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes." The U.S. Global Note and all other Initial Notes that the Offshore Global Note are not Regulation S Global Notes shall collectively be sometimes referred to herein as the "RULE 144A NOTESGlobal Notes."" The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or Bhereto, as applicable. The Exchange Notes, the terms of which are incorporated in and the notation relating to the Trustee's certificate made a part of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablethis Indenture. The Notes may have notations, legends or endorsements approved as to form by the Company, and required by law, stock exchange rule rule, agreements to which the Company is subject 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. The terms and provisions contained in the 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 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. The Global Notes shall be issuable only in bearer denominations of $1,000 and integral multiples thereof. The Notes shall initially be issued in the form of one or more Global Notes and the Definitive Notes 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 the name of the Depositary for such Global Note or the nominee of such Depositary, (ii) shall be issuable only in registered form. The Global Notes shall be deposited with delivered by the Book-Entry Trustee to such Depositary or pursuant to such Depositary's instructions, and (iii) shall bear a custodian therefore in accordance with legend (the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A "Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case Legend") substantially to the Clearing Agency 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 nominee. The Book-Entry Depositaryagent for registration of transfer, acting exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as agent is requested by an authorized representative of the CompanyDTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), shall maintain a book-entry system and shall record the Clearing Agency or its nominee ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner of a certificateless depositary hereof, Cede & Co., has an interest for each of 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 Global Notes representing a 100% interest in each of Securities Act shall bear the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes following legend (the "BOOK-ENTRY INTERESTSPrivate Placement Legend") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."face thereof:

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 Exhibits A or B, attached hereto 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. Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Issuer 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 and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed form of the Notes attached hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. Each of the extent applicableIssuer, the Company Guarantors 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 will initially be represented by However, to the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited extent any provision of any Note conflicts with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent express provisions of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary intereststhis Indenture, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts provisions of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will this Indenture shall govern and be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants)controlling. Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided attached hereto in Exhibit A hereto(the “U.S. Global Notes”), except registered in the name of the nominee of the Depositary, deposited with the Trustee, as otherwise permitted hereincustodian for the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notesits nominee, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more global Notes in registered form without interest coupons, substantially in the form of attached hereto as Exhibit A hereto(the “Offshore Global Notes”), registered in the name of the nominee of the Depositary, deposited with such applicable legends the Trustee, as are provided in Exhibit Acustodian for the Depositary, except duly executed by the Issuer and authenticated by the Trustee as otherwise permitted hereinhereinafter provided. Such Initial Global Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as hereinafter provided custodian for the Depositary or its nominee, as herein provided. Notes that 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 attached hereto as Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 hereof in exchange for interests in the U.S. Global Notes shall be in the form of U.S. Physical Notes. Notes issued pursuant to Section 2.07 hereof 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 Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Notes and the Offshore Global Notes are sometimes referred to as the “Global Notes.” 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 issue rules of a further Rule 144A Global Note)any securities exchange on which the Notes may be listed, in connection with a corresponding decrease or increase in all as determined by the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Officer executing such Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESevidenced by its execution of such Notes."

Form and Dating. The Initial Notes Securities and the notation relating to the Trustee's certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Securities and the notation relating to the Trustee's certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes Securities 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 Securities and any notation, legend or endorsement on them. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notesforms of the Securities, annexed hereto as Exhibits A, A and B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes Securities offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in global form without interest coupons, substantially in the form of Exhibit A heretoone or more permanent global notes in registered form, with such applicable legends as are provided in substantially the form set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." Global Note"), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes Securities offered and sold in their initial distribution offshore transactions in reliance on Regulation S shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in Exhibit A (the "Offshore Physical Securities"). Securities offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A shall may be initially issued in global form without interest couponsissued, substantially in the form of permanent certificated Securities in registered form, in substantially the form set forth in Exhibit A hereto, with such applicable legends as (the "U.S. Physical Securities"). The Offshore Physical Securities and the U.S. Physical Securities are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall be sometimes collectively herein referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESPhysical Securities."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of --------------------- authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or 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 applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements which are appropriate and consistent with this Indenture required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." U.S. 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 Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or its nominee, in accordance with the instructions given by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesHolder thereof, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more permanent global Notes in registered form without interest coupons, substantially in the form of set forth in 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." 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 Rule 144A Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notesits nominee, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S 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 the form set forth in Exhibit A (the "Offshore -------- Physical Notes"). -------------- The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively be herein referred to as the "Physical Notes." The U.S. Global Notes -------------- and the Offshore Global Notes are sometimes referred to herein as the "RULE 144A NOTESGlobal ------ Notes."" ----- The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or 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 applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee 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 shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes and the Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of a single permanent global Note in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such (the “Initial Global Note 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 referred to collectively herein 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 "REGULATION S GLOBAL NOTE." 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 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 Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, Depository as hereinafter provided. The Regulation S Notes issued in exchange for interests in a Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively pursuant to Section 3.15 may be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A heretoand bearing the applicable legends, if any (the “Physical Notes”). Additional Notes ranking pari passu with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such the Initial Global Notes shall may be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Global Note may created and issued from time to time be increased by the Issuers without notice to or decreased by adjustments made on the records consent of the TrusteeHolders 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 hereinafter the Initial Notes; provided (or by 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 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 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 a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial this Supplemental Indenture include any Additional Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESactually issued."

Form and Dating. The Initial Notes and the notation relating Additional Notes issued pursuant to a Primary Registered Offering and the Trustee's certificate of authentication thereof, related thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Additional Notes that are Restricted Securities and the notation relating to the Trustee's certificate of authentication thereof, related thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. 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 authentication. The Notes shall be in denominations of $[6.75] and shall show the date of its authenticationintegral multiples thereof. The terms and provisions contained in the Notes, the forms of which are annexed hereto as Exhibits A, A and B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors, the Collateral Agent 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. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S of Rule 144A shall be issued initially issued in global the form without interest couponsof one or more permanent Global Notes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A B hereto ("Global Notes"), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit C hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more Global Notes deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth on Exhibit C hereto or shall be issued in the form of certificated Notes in registered form set forth in Exhibit B hereto (the "Offshore Physical Notes"). Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A shall may be initially issued in global form without interest couponsissued, substantially in the form of Exhibit A hereto, with such applicable legends as are provided certificated Notes in registered form in substantially the form set forth in Exhibit A, except as otherwise permitted hereinB hereto (the "U.S. Physical Notes"). Such Initial Global The Offshore Physical Notes shall be and the U.S. Physical Notes are sometimes collectively herein referred to collectively herein as the "RULE 144A GLOBAL NOTEPhysical Notes." The aggregate principal amount Except as provided in Section 2.06 and 2.14, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of certificated Notes. Members of, or participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Note, and the Depository may be treated by the Company, the Trustee and any agent of the Rule 144A Company or the Trustee as the absolute owner of the Global Note may from time to time be increased for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or decreased by adjustments made on the records any agent of the TrusteeCompany or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as hereinafter provided (or by between the issue Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a further Rule 144A holder of beneficial interest in any Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. Provisions relating to the Senior Subordinated Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Senior Subordinated Notes Indenture. The Initial (i) Senior Subordinated Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, and (ii) any Additional Senior Subordinated Notes (if issued as Senior Subordinated Notes Transfer Restricted Securities) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibits Exhibit A or Bhereto, as applicablewhich is hereby incorporated in and expressly made a part of this Senior Subordinated Notes Indenture. 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 Senior Subordinated Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which any Issuer or usage. The Company and the Trustee shall approve the form of the Notes and any Subordinated Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Issuers). Each Senior Subordinated Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the 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 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. The Global Notes shall be issuable only in bearer form and the Definitive Senior Subordinated Notes shall be issuable only in registered formform without interest coupons and in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Global Notes Securities shall be deposited with in registered form without interest coupons and the Book-Entry Depositary or a custodian therefore Definitive Securities shall be in accordance with the Deposit Agreementregistered form without interest coupons. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Each Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent Security shall represent such of the Company, outstanding Senior Subordinated Notes as shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests be specified in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts “Schedule of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts Exchanges of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited Security” attached thereto and each shall provide that it shall represent up to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of Senior Subordinated Notes from time to time endorsed thereon and that the Regulation S Global Note aggregate principal amount of outstanding Senior Subordinated Notes represented thereby may from time to time be increased reduced or decreased by adjustments made on the records of the Trusteeincreased, as hereinafter provided (or by the issue applicable, to reflect exchanges and redemptions. Any endorsement of a further Regulation S Global Note), in connection with a corresponding Security to reflect the amount of any increase or decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive outstanding Senior Subordinated Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A represented thereby shall be initially issued in global form without interest couponsmade by the Trustee or the Registrar, substantially in at the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records direction of the Trustee, as hereinafter provided (or in accordance with instructions given by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, Holder thereof as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESrequired by Section 2.03 hereof."

Form and Dating. The Initial Series A Notes and the notation relating to the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or 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 applicablehereto. The Notes may have notations, legends or endorsements required by applicable law, stock exchange rule or usageusage in addition to those set forth in Exhibit A hereto. The Company and the Trustee Series B Notes shall approve be substantially in the form of the Notes and any notation, legend or endorsement on themExhibit B hereto. Each Note shall be dated the date of its issuance authentication. The notation on each Note relating to any Guarantees shall be substantially in the form set forth on Exhibit C hereto. The Notes shall be in denominations of $1,000 and shall show the date of its authenticationintegral multiples thereof. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes and any Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to and the extent applicableCompany, the Company Guarantors, if any, and the Trustee, by their execution and delivery of this IndentureIndenture or a supplemental indenture thereto, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of a single permanent global form without interest couponsNote in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as hereto (the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided (or by and shall bear the issue of a further Regulation S Global Note), legend set forth in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter providedSection 2.6(h) hereof. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form of Exhibit A hereto (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 (or and shall bear the legend set forth in Section 2.6(h) hereof. 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 issue Trustee and the Company of a further Rule 144A duly executed certificate substantially in the form of Exhibit D(1) hereto, a single permanent Global Note in registered form substantially in the form of Exhibit A hereto (the "Permanent Regulation S Global Note)," and together with the Temporary Regulation S Global Note, in connection 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 corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence an amount equal to the principal amount of the issue beneficial interest in the Regulation S Global Note transferred. Notes issued pursuant to Section 2.6 hereof 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 Definitive permanent U.S. Certificated Notes or additional in registered form in substantially the form set forth in Exhibit A (the "U.S. Certificated Notes"). Notes issued pursuant to Section 2.6 hereof in exchange for interests in the Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent Certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Certificated Notes, "). The Offshore Certificated Notes and U.S. Certificated Notes are sometimes collectively herein referred to as hereinafter provided. the "Certificated Notes." The Rule 144A Global Note and all other Initial Notes that are not the Regulation S Global Notes shall collectively be Note are sometimes referred to herein as the "RULE 144A NOTESGlobal Notes."

Form and Dating. The Initial Notes Securities and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. 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 Securities 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 Security shall be dated the date of its issuance authentication. The Securities will be issued in registered form, without coupons. Securities issued in exchange for Exchangeable Preferred Stock will be issued in principal amounts of $1,000 and integral multiples thereof to the extent possible, and will also be issued in principal amounts less than $1,000 so that each holder of Exchangeable Preferred Stock will receive certificates representing the entire amount of Securities to which such holder's shares of Exchangeable Preferred Stock entitle such holder; provided that the Company may pay cash in lieu of issuing a Security in a principal amount less than $1,000. The aggregate principal amount of the Securities shall show be limited to the liquidation preference of the Exchangeable Preferred Stock, plus, without duplication, accumulated and unpaid dividends, on the date or dates on which it is exchanged for Securities (plus any additional Securities issued in lieu of its authenticationcash interest). The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially Securities issued in global form without interest coupons, shall be substantially in the form of Exhibit A hereto, with such applicable legends as are provided attached hereto (including the text referred to in Exhibit A hereto, except as otherwise permitted hereinfootnote 1 thereto). Such Initial Global Note Securities issued in definitive form shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with attached hereto (but without including the text referred to in footnote 1 thereto). Each Global Security shall represent such applicable legends of the outstanding Securities as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall be referred to collectively herein as specified therein and each shall provide that it shall represent the "RULE 144A GLOBAL NOTE." The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the Rule 144A Global Note aggregate amount of outstanding Securities represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by adjustments made on the records Trustee or the Security Custodian, at the direction of the Trustee, as hereinafter provided (or in accordance with instructions given by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, Holder thereof as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."required by Section 2.04 hereof

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 Exhibits Exhibit A or 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 applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee 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 shall show the date of its authentication. Each Note shall have an executed Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit C. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes and the Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuers, the Parent Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of a single permanent global Note in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such (the “Initial Global Note Notes”), deposited with the Common Depositary, duly executed by the Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee or Authenticating Agent as hereinafter provided and shall bear the legend set forth in Exhibit B. The Notes issued after the Issue Date shall be referred to collectively herein issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit A, deposited with the Common Depositary, duly executed by the Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee or Authenticating Agent as hereinafter provided and shall bear any legends required by applicable law (together with the "REGULATION S GLOBAL NOTE." Initial Global Notes, the “Global Notes”) or as Physical Notes. The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, Transfer Agent as hereinafter provided. The Regulation S Notes issued in exchange for interests in a Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively pursuant to Section 3.15 may be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A heretoand bearing the applicable legends, if any (the “Physical Notes”). Additional Notes ranking pari passu with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such the Initial Global Notes shall may be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Global Note may created and issued from time to time be increased by the Issuers without notice to or decreased by adjustments made on the records consent of the TrusteeHolders 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 hereinafter 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 Ten, the Initial Notes and any Additional Notes subsequently issued under this Supplemental Indenture will be treated as a single class for all purposes under this Supplemental Indenture, 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 ISIN number or by Common Code, if applicable. Unless the issue context requires otherwise, references to “Notes” for all purposes of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial this Supplemental Indenture include any Additional Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESactually issued."

Form and Dating. The Initial Notes and Series C Notes, the notation thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Series D Notes, and the notation thereon relating to the Subsidiary Guarantees and the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit B 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 of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance authentication. The Notes shall be issued in minimum denominations of $1,000 and integral multiples thereof. The Series C Notes and the Series D Notes shall show the date be considered collectively to be a single class for all purposes of its authenticationthis Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The terms and provisions contained in the Notes, form of the Notes and the notation thereon relating to the Subsidiary Guarantees annexed hereto as Exhibits A, B, C, D Exhibit A and Exhibit B and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, shall be substantially in the form of Exhibit A or Exhibit B attached hereto, with such as applicable legends as are provided (including, in Exhibit A heretoeach case, except as otherwise permitted hereinthe text referred to in footnotes 1 and 2 thereto). Such Initial Global Note Notes issued in definitive form shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A or Exhibit B attached hereto, with such as applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall be (but without including the text referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Notein footnotes 1 and 2 thereto), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."Each

Form and Dating. The Initial Senior Subordinated Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. 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 Senior Subordinated Notes may have notations, legends or endorsements required by law, stock exchange rule rules or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Senior Subordinated Note shall be dated the date of its issuance authentication. The Senior Subordinated Notes shall be issued initially in denominations of $1,000 and shall show the date of its authenticationintegral multiples thereof. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Senior Subordinated Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Senior Subordinated Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, shall be substantially in the form of Exhibit A hereto, with such applicable legends as are provided attached hereto (including the text referred to in Exhibit A hereto, except as otherwise permitted hereinfootnotes 1 and 2 thereto). Such Initial Global Note Senior Subordinated Notes issued in definitive form shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with attached hereto (but without including the text referred to in footnotes 1 and 2 thereto). Each Global Note shall represent such applicable legends of the outstanding Senior Subordinated Notes as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall be referred to collectively herein as specified therein and each shall provide that it shall represent the "RULE 144A GLOBAL NOTE." The aggregate principal amount of outstanding Senior Subordinated Notes from time to time endorsed thereon and that the Rule 144A Global Note aggregate principal amount of outstanding Senior Subordinated Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Senior Subordinated Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee, as hereinafter provided (or in accordance with instructions given by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, Holder thereof as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESrequired by Section 2.06 hereof."

Form and Dating. (a) The Initial Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form forms of Exhibits Exhibit A or Exhibit B, as applicable. The Exchange Notes, hereto, the terms of which are incorporated in and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablemade a part hereof. The Notes may have notations, legends or endorsements approved as to form by the Company, and required by law, stock exchange rule rule, agreements to which the Company is subject 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. The terms and provisions contained in the 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 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. The Global Notes shall be issuable only in bearer form minimum denominations of $100,000 principal amount and the Definitive integral multiples of $10,000 thereafter. (b) The Notes shall initially be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A heretoone or more Global Notes and The Depository Trust Company, a New York Corporation (“DTC”), and its respective successors, shall act as the Depositary with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted hereinrespect thereto. Such Initial Each Global Note (i) shall be referred to collectively herein as registered in the "REGULATION S GLOBAL NOTE." The aggregate principal amount name of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Depositary for such Global Note or in consequence of its nominee, (ii) shall be delivered by the issue of Definitive Notes or additional Regulation S NotesRegistrar to such Depositary, as hereinafter provided. The Regulation S and (iii) shall bear a Global Note and all other Initial Notes that are Legend in substantially the following form: 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 REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.), 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 AND IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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. (c) Except as permitted by Section 2.6(g)(ii), any Note not Rule 144A Global Notes registered under the Securities Act shall collectively be referred to herein as bear the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance following Private Placement Legend on Rule 144A shall be initially issued in global form without interest couponsthe face thereof: THE NOTES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, substantially in the form of Exhibit AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS 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 "“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided UNDER THE SECURITIES ACT) OR AN INSTITUTIONAL ACCREDITED INVESTOR (or by the issue of a further Rule 144A Global NoteUNDER RULE 501(a)(1), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes(2), as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "(3) OR (7) UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER ANY OF THE NOTES REPRESENTED HEREBY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A NOTES."UNDER THE 19

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate --------------- of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or 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 applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Obligors are subject or usage. The Company Obligors and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company Company, each of the Obligors 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 will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." U.S. 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 Obligors and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notesits nominee, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more temporary global Notes in registered form without interest coupons, substantially in the form of set forth in 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." 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 Obligors and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the Rule 144A Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notesits nominee, as hereinafter provided. The Rule 144A At any time on or after May 19, 1998, upon receipt by the Trustee and the Obligors of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Note Notes"; and all other Initial ------------------------------- together with the Temporary Offshore Global Notes, the "Offshore Global Notes") --------------------- duly executed by the Obligors 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 at maturity of the Temporary Offshore Global Notes that are not in an amount equal to the principal amount at maturity of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation S 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 shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore -------- Physical Notes"). -------------- The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively be herein referred to as the "Physical Notes." The U.S. Global Notes -------------- and the Offshore Global Notes are sometimes referred to herein as the "RULE 144A NOTESGlobal ------ Notes."" ----- The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or Bhereto, as applicablethe terms of which are incorporated in and made a part of this Indenture. The Exchange NotesSubject to Section 2.7 hereof, and the notation relating to the Trustee's certificate of authentication thereof, Notes shall be substantially issued at any time, or from time to time, in the form of Exhibits C or D, as applicablean aggregate principal amount not to exceed $250,000,000. The Notes may have notations, legends or endorsements required by law, stock exchange rule or agreements to which any Issuer or any Guarantor is subject 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. The terms and provisions contained in the 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 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. The Global Notes shall be issuable only issued initially in bearer form denominations of $1,000 and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants)integral multiples thereof. Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A under the Securities Act ("Rule 144A") shall be issued initially issued in the form of one or more permanent global notes in registered form without interest coupons, in substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(each, except a "Rule 144A Global Note"), deposited with the Trustee, as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as custodian for The Depository Trust Company (the "REGULATION S GLOBAL NOTE." Depositary"), duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Rule 144A Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided provided. Notes offered and sold in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued initially in the form of one or more temporary global notes in registered form without interest coupons, in substantially the form set forth in Exhibit A (each, a "Regulation S Temporary Global Note"), which shall be deposited with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the issue Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period for the Notes shall be terminated upon the receipt by the Trustee of (i) a further Regulation S Global Note)written certificate from the Depositary, in connection together with a corresponding decrease or increase in 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 Rule 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 or in consequence bearing a Private Placement Legend, all as contemplated by Section 2.17 hereof), and (ii) an Officers' Certificate from the Issuers. Following the termination of the issue of Definitive Notes or additional Restricted Period, beneficial interests in a Regulation S Notes, as hereinafter provided. The Regulation S Temporary Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued exchanged for beneficial interests in one or more permanent global notes in registered form without interest coupons, in substantially in the form of set forth in Exhibit A hereto(a "Regulation S Permanent Global Note," and collectively with the Regulation S Temporary Global Note, 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." Regulation S Global Notes") pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Notes. The aggregate principal amount of the Rule 144A Regulation S Temporary Global Note Notes 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 hereinafter provided (or by the issue of a further Rule 144A Global Note)case may be, in connection with a corresponding decrease or increase transfers of interest as hereinafter provided. Exchange Notes exchanged for interests in the aggregate principal amount of Rule 144A Global Notes, the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notesany Physical Securities will be issued in the form of one or more permanent global notes in registered form without interest coupons, substantially in the form of Exhibit A (an "Exchange Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Notes, the Regulation S Temporary Global Notes, the Regulation S Permanent Global Notes shall and the Exchange Global Notes are collectively be referred to herein as the "RULE 144A NOTESGlobal Notes." 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" and "Customer Handbook" of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Notes and the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits A or 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. Exhibit A. 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. The terms and provisions contained in the 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 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. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." Global Note"), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear all the legends set forth in Section 2.15. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Notes issued in exchange for interests in a Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively pursuant to Section 2.16 may be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided permanent certificated Notes in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall be referred to collectively herein as registered form in substantially the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."form set

Form and Dating. The Initial Notes Second Priority Securities and the notation relating to the Trustee's ’s certificate of authentication authentication, in respect thereof, shall be substantially in the form of Exhibits A or B, as applicable. Exhibit A. 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 Second Priority Securities may have notations, legends or endorsements required by law, stock exchange rule or usageusage or the terms hereof. The Company and the Trustee shall approve the form of the Notes Second Priority Securities and any notation, legend or endorsement on themthereon. Any such notations, legends or endorsements not contained in the form of the Second Priority Security attached as Exhibit A shall be delivered in writing to the Trustee. Each Note Second Priority Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D form of Second Priority Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by Each Global Security shall represent such of the Initial Global Notes. The Global Notes outstanding Second Priority Securities as shall be issuable only in bearer form specified therein and each shall provide that it shall represent the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of outstanding Second Priority Securities from time to time endorsed thereon and that the Regulation S Global Note aggregate principal amount of outstanding Second Priority Securities represented thereby may from time to time be increased reduced or decreased by adjustments made on the records of the Trusteeincreased, as hereinafter provided (or by the issue appropriate, to reflect exchanges, redemptions and issuances of Additional Second Priority Securities. Any endorsement of a further Regulation S Global Note), in connection with a corresponding Security to reflect the amount of any increase or decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A outstanding Second Priority Securities represented thereby shall be initially issued in global form without interest couponsmade by the Trustee or the Second Priority Securities Custodian, substantially in at the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records direction of the Trustee, as hereinafter provided (or in accordance with instructions given by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, Second Priority Holder thereof as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESrequired by Section 2.6 hereof."

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 Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. 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 themthem shall be satisfactory to the Issuers. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits Exhibit A, B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company 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 will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold (i) in their initial distribution 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 “ U.S. Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially issued in the form of one or more temporary global Notes in registered form, substantially in the form without interest couponsset forth in Exhibit A (the “Temporary Regulation S Global Note”), and in each case shall be deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. At any time on or after the 41st day after the Issue Date, upon receipt by the Trustee, Registrar and the Issuers of a certificate substantially in the form of Exhibit A E hereto, with such applicable legends as are provided one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A hereto(the “Permanent Offshore Global Notes”; and together with the Temporary Regulation S Global Note, except the “Offshore Global Notes”), duly executed by the Issuers and authenticated by the Trustee as otherwise permitted herein. Such Initial Global Note hereinafter provided shall be referred deposited with the Trustee, as custodian for the Depository or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Notes in an amount equal to collectively herein as the "REGULATION S GLOBAL NOTE." principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Notes issued in exchange for interests in the Offshore Global Notes pursuant to Section 2.15 may be issued in the form of permanent certificated Notes in registered form (the “Offshore Physical Notes”) and shall bear the first and second legend set forth in Section 2.17. All Notes offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Note until the consummation of the Exchange Offer, pursuant to the Registration Rights Agreement. The Offshore Physical Notes and all other Initial the U.S. Physical Notes that are not Rule 144A sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Notes shall collectively be and the Offshore Global Notes are sometimes referred to herein as the "REGULATION S NOTES“Global Notes." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."”

Form and Dating. The Initial Notes and the notation relating to Additional Notes and the Trustee's ’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. 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. The terms and provisions contained in the Notes, forms of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A and Exhibit B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by However, to the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited extent any provision of any Note conflicts with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent express provisions of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary intereststhis Indenture, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts provisions of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will this Indenture shall govern and be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants)controlling. Notes offered and sold in their initial distribution 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 hereto (the “Rule 144A Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Accredited Investors in reliance on Rule 501(a) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “AI Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold in offshore transactions in reliance on Regulation S shall be initially issued in the form of one or more permanent global form without interest couponsnotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(a “Regulation S Global Note”) deposited with the Trustee, except as otherwise permitted hereincustodian for the Depository, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Additional Notes offered and sold pursuant to an effective registration statement under the Securities Act shall be issued initially in the form of Exchange Notes in registered global form, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Initial The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note shall be that are held by participants through Euroclear or Clearsteam. Rule 144A Global Notes, AI Global Notes, Regulation S Global Notes and Exchange Notes issued in global form are referred to collectively herein as the "REGULATION S GLOBAL NOTE“Global Notes." ” The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and simultaneous notation by the Trustee, as hereinafter provided (custodian for the Depository, of such increase or by decrease on the issue of a further Regulation S schedule to such Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, all as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global definitive Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount typed, printed, lithographed or engraved or produced by any combination of the Rule 144A Global Note these methods or may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or produced in any other manner permitted by the issue rules of a further Rule 144A Global Note)any securities exchange on which the Notes may be listed, in connection with a corresponding decrease or increase in all as determined by the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Officers executing such Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESevidenced by their execution of such Notes."

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 Exhibits A or B, annexed hereto 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. Exhibit 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 and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of a single permanent global form without interest couponsNote in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(the “U.S. Global Note”), except deposited with the Trustee, as otherwise permitted hereincustodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notesits nominee, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of a single permanent global Note in registered form without interest coupons, substantially in the form of set forth in Exhibit A hereto(the “Offshore Global Note”), deposited with such applicable legends the Trustee, as are provided in Exhibit Acustodian for the Depositary, except duly executed by the Company and authenticated by the Trustee as otherwise permitted hereinhereinafter provided. Such Initial Global Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Offshore Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notesits nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Rule 144A Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Note and all other Initial Notes that the Offshore Global Note are not Regulation S Global Notes shall collectively be sometimes referred to herein as the "RULE 144A NOTES“Global Notes."” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or 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 applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee 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 shall show the date of its authentication. Each Note shall have an executed notation of Guarantee from each of the Guarantors existing on the Issue Date endorsed thereon substantially in the form of Exhibit F. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes and the notation of Guarantee shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of a single permanent global Note in registered form. The , substantially in the form set forth in Exhibit A (the “144A Global Notes shall be Note”), deposited with the Book-Entry Depositary or a Trustee, as custodian therefore in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing Depository, duly executed by the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if Issuers (and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent having an executed notation of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for Guarantee from each of the Global Notes representing a 100% interest in each of Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the Private Placement Legend and the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants)Note Legend. Notes offered and sold in their initial distribution offshore transactions in reliance on Regulation S shall be issued initially issued in global the form without of a single temporary Global Note in registered form, substantially in form of Exhibit A (the “Temporary Regulation S Global Note”), deposited with the Trustee, as custodian for the Depository, 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 the Private Placement Legend, the Global Note Legend and the Temporary Regulation S Global Note Legend. Reasonably promptly following the date that is 40 days after the later of the commencement of an offering of Notes in reliance on Regulation S and the issue date which such date shall be notified to the Trustee in writing by the Company, upon receipt by the Trustee and the Issuers of a duly executed certificate certifying that the holder of the beneficial interest couponsin the Temporary Regulation S Global Note is a Non-U.S. Person, substantially in the form of Exhibit E, from the Depository, a single permanent global Note in registered form substantially in the form of Exhibit A hereto(the “Permanent Regulation S Global Note,” and together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) duly executed by the Issuers (and having an executed notation of Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and bearing the Global Note Legend; shall be deposited with such applicable legends the Trustee, as are provided custodian for the Depository, and the Registrar shall reflect on its books and records the cancellation of the Temporary Regulation S Global Note and the issuance of the Permanent Regulation S Global Note. The initial offer and resale of the Notes shall not be to an Institutional Accredited Investor. The Notes resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent Global Note in registered form, substantially in the form set forth in Exhibit A hereto(the “IAI Global Note,” and, except as otherwise permitted herein. Such together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the 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 the Private Placement Legend and the Global Note Legend. All Notes originally issued on the Issue Date and any Additional Notes so designated by the Company shall bear the Original Issue Discount Legend. Notes issued after the Issue Date shall be referred to collectively herein 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 "REGULATION S GLOBAL NOTE." Depository, 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 the Global Note Legend and 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 Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Notes issued in exchange for interests in a Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively pursuant to Section 2.16 may be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of permanent certificated non-global Notes in registered form in substantially the form set forth in Exhibit A heretoand bearing the applicable legends, 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 if any (the "RULE 144A GLOBAL NOTE“Physical Notes”)." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits EXHIBIT A or B, as applicable. The Exchange Notes, and the notation relating to Exchange Notes and the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicable. EXHIBIT B. The Notes Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company Issuer and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the NotesSecurities, annexed hereto as Exhibits A, EXHIBIT A and EXHIBIT B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes Securities offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global form without interest couponsSecurities in registered form, substantially in the form of Exhibit -40- set forth in EXHIBIT A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S U.S. GLOBAL NOTE." SECURITIES"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount at maturity of the Regulation S U.S. Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Securities issued in exchange for interests in the U.S. Global Note Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as bear the "REGULATION S NOTES." Notes first legend set forth in Section 2.14. Securities offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more temporary global Securities in registered form without interest couponssubstantially in the form set forth in EXHIBIT A (the "TEMPORARY OFFSHORE GLOBAL SECURITIES"), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Section 2.14. At any time on or after the 41st day after the Issue Date, upon receipt by the Trustee, Registrar and the Issuer of a certificate substantially in the form of Exhibit A EXHIBIT D hereto, one or more permanent global Securities in registered form substantially in the form set forth in EXHIBIT A (the "PERMANENT OFFSHORE GLOBAL SECURITIES"; and together with such applicable legends the Temporary Offshore Global Securities, the "OFFSHORE GLOBAL SECURITIES"), duly executed by the Issuer and authenticated by the Trustee as are hereinafter provided in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall be referred deposited with the Trustee, as custodian for the Depository or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount at maturity of the Temporary Offshore Global Securities in an amount equal to collectively herein as the "RULE 144A GLOBAL NOTE." principal amount at maturity of the beneficial interest in the Temporary Offshore Global Securities transferred. The aggregate principal amount at maturity of the Rule 144A Offshore Global Note Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A NotesDepository, as hereinafter provided. The Rule 144A Securities issued in exchange for interests in the Offshore Global Note Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the "OFFSHORE PHYSICAL SECURITIES") and all other Initial Notes that are not shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Notes shall Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively be herein referred to as the "PHYSICAL SECURITIES." The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the "RULE 144A NOTESGLOBAL SECURITIES."" -41-

Form and Dating. The Initial Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. 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 Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E hereto. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution reliance on Rule 144A, Notes offered and sold to institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and Notes offered and sold in reliance on Regulation S shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(the “Global Note”), except deposited with the Trustee, as otherwise permitted hereincustodian for the Depository, duly executed by the Company (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.15. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Notes issued in exchange for interests in a Global Note and all other Initial pursuant to Section 2.16 may be issued in the form of permanent certificated Notes that are not Rule 144A Global Notes shall collectively be referred to herein as in registered form in substantially the "REGULATION S NOTES." form set forth in Exhibit A (the “Physical Notes”). All Notes offered and sold in their initial distribution in reliance on Rule 144A Regulation S shall be initially issued in global form without interest coupons, substantially remain in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial a Global Notes shall be referred to collectively herein as Note until the "RULE 144A GLOBAL NOTE." The aggregate principal amount consummation of the Rule 144A Global Note may from time Exchange Offer pursuant to time be increased or decreased by adjustments made on the records Registration Rights Agreement; provided, however, that all of the Trustee, as hereinafter provided (or time periods specified in the Registration Rights Agreement to be complied with by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESCompany have been so complied with."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, with respect thereto shall be substantially in the form of Exhibits A or Bset forth in Exhibit A-1, as applicable. The Exchange with respect to the Floating Rate Notes, and the notation relating Exhibit A-2, with respect to the Trustee's certificate Fixed Rate Notes, which are incorporated in and form a part of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablethis 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 bear the Trustee shall approve 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 issuance authentication. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. Upon the occurrence of the exchange offer in accordance with the Registration Rights Agreement, Exchange Notes issued by the Issuer shall show be substantially in the date of its authenticationform set forth in Exhibit A-1 if exchanged for the Floating Rate Notes and Exhibit A-2 if exchanged for the Fixed Rate Notes (but shall not contain paragraph 9 thereof). The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer, 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. However, to the extent any provision of the Notes conflicts with the provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes will initially may be represented by presented for registration of transfer and exchange at the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent offices of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTERegistrar." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Subject to Section 2.15, the Notes and the notation relating to the Trustee's certificate of authentication authentication, in respect thereof, shall be substantially in the form of Exhibits A or BExhibit A, as applicable. The Exchange Notes, the terms of which are incorporated in and the notation relating to the Trustee's certificate made a part of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicablethis Indenture. 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. Any such notations, legends or endorsements not contained in the forms of Note attached as Exhibit A hereto shall be delivered in writing to the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D forms of Note shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In the event of any inconsistency between the Notes and this Indenture, this Indenture controls. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only issued (i) in bearer global form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTSGlobal Note") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be attached hereto (including the text referred to collectively herein as in footnotes 1 and 2 thereto) and (ii) in definitive form (the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global NoteDefinitive Notes"), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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 attached hereto (excluding the text referred to collectively herein as in footnotes 1 and 2 thereto). The Global Note shall represent the "RULE 144A GLOBAL NOTE." The aggregate principal amount of outstanding Notes from time to time endorsed thereon; provided, that the Rule 144A Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of the Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records of the Trustee, as hereinafter provided (or in accordance with instructions given by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, Holder thereof as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESrequired by Section 2.6 hereof."

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 Exhibits A or B, annexed hereto 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. Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange 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 and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. Each of the extent applicableCompany, the Company Trustee and the TrusteePaying Agent, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(the “U.S. Global Notes”), except deposited with the Trustee, as otherwise permitted hereincustodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notesits nominee, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more global Notes in registered form without interest coupons, substantially in the form of set forth in Exhibit A hereto(the “Offshore Global Notes”), registered in the name of the nominee of the Depositary, deposited with such applicable legends the Trustee, as are provided in Exhibit Acustodian for the Depositary, except duly executed by the Company and authenticated by the Trustee as otherwise permitted hereinhereinafter provided. Such Initial Global Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as hereinafter provided custodian for the Depositary or its nominee, as herein provided. Notes which are offered and sold to Institutional Accredited Investors which are not QIBs (other than in offshore transactions in reliance on Regulation S) shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes or the Offshore Global Notes shall be in the form of U.S. Physical Notes or in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”), respectively. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to 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 issue rules of a further Rule 144A Global Note)any securities exchange on which the Notes may be listed, in connection with a corresponding decrease or increase in all as determined by the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A officers executing such Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESevidenced by their execution of such Notes."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, with respect thereto shall be substantially in the form annexed hereto as Exhibit A, in the case of Exhibits A or the Restricted Global, Exhibit B, as applicable. The Exchange Notesin the case of the Regulation S Global, and the notation relating to the Trustee's certificate of authentication thereofExhibit C, shall be substantially in the form case of Exhibits C or D, as applicablea 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 and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D B and C shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, Indenture. Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S 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 issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." 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 authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, Registrar as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more temporary global Notes in registered form without interest couponssubstantially 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 A D hereto, with such applicable legends as are provided one or more permanent global Notes in registered form substantially in the form set forth in Exhibit AB (the "Permanent Regulation S Global" and, except together with the Temporary Regulation S Global, the "Regulation S Global") duly executed by the Company and authenticated by the Trustee as otherwise permitted herein. Such Initial Global Notes hereinafter provided shall be referred 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 collectively herein as the "RULE 144A GLOBAL NOTE." principal amount of the beneficial interest in the Temporary Regulation S Global transferred. The aggregate principal amount of the Rule 144A a Regulation S Global Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as hereinafter provided 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 (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase excluding Non-U.S. Persons) shall be issued in the aggregate principal amount form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit C (the "U.S. Certificated Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Regulation S Global Note or shall be in consequence the 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 2.07 in exchange for interests in the Restricted Global shall be in the form of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter providedU.S. Certificated Note. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Certificated Notes shall and the U.S. Certificated Notes are sometimes collectively be referred to herein as the "RULE 144A NOTESCertificated 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 notation relating to the Trustee's certificate of authentication thereof, Each Warrant Certificate shall be issued in registered form only, substantially in the form of Exhibits A or B, as applicable. Exhibit A. 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 Warrant Certificates may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company is subject, if any, or usage. The Company and the Trustee shall approve the form of the Notes and usage (including CUSIP numbers) (provided that any such notation, legend or endorsement on themis in a form acceptable to the Company) and shall bear the legends required by Section 2.2. Each Note Warrant Certificate shall be dated the date of its issuance and shall show the date of its authenticationcountersignature. The terms and provisions contained in the Notes, form of Warrant annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Warrant Agreement. To the extent applicable, the Company Company, the Warrant Agent and the TrusteeInitial Warrant Agent, by their execution and delivery of this IndentureWarrant Agreement, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes Warrants offered and sold shall be issuable only issued initially in bearer the form and the Definitive Notes shall be issuable only of one or more permanent global Warrant Certificates in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." Global Warrants"), registered in the name of the Depositary or the nominee of the Depositary, deposited with the Initial Warrant Agent, as custodian for the Depositary, duly executed by the Company and countersigned by the Warrant Agent and the Initial Warrant Agent as hereinafter provided. The aggregate principal amount number of Warrants represented by the Regulation S Global Note Warrant may from time to time be increased or decreased by adjustments made on the records of the TrusteeWarrant Agent or the Initial Warrant Agent, as hereinafter provided (applicable, as custodian for the Depositary or its nominee, in accordance with the instructions given by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesHolder thereof, as hereinafter provided. The Regulation S Warrants in definitive form may be issued in exchange for interests in the Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred Warrant pursuant to herein such procedures as the "REGULATION S NOTES." Notes offered Company and sold in their initial distribution in reliance on Rule 144A the Warrant Agent or the Initial Warrant Agent, as applicable, shall reasonably agree upon and shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided permanent certificated Warrants in registered form in substantially the form set forth in Exhibit A, except as otherwise permitted hereinA. Ownership of beneficial interests in Global Warrants will be limited to Participants or Indirect Participants. Such Initial Global Notes The definitive Warrant Certificates shall be referred to collectively herein 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 Warrants may be listed, all as determined by the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trusteeofficers executing such Warrant Certificates, as hereinafter provided (or evidenced by the issue their execution of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESsuch Warrant Certificates."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, with respect thereto shall be substantially in the form annexed hereto as Exhibit A, in the case of Exhibits A or the Restricted Global, Exhibit B, as applicable. The Exchange Notesin the case of the Regulation S Global, and the notation relating to the Trustee's certificate of authentication thereofExhibit C, shall be substantially in the form case of Exhibits C or D, as applicablea 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 and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D B and C shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, Indenture. Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." 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 authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, Registrar as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more temporary global Notes in registered form without interest couponssubstantially 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 July 28, 1999, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit A D hereto, with such applicable legends as are provided one or more permanent global Notes in registered form substantially in the form set forth in Exhibit AB (the "PERMANENT REGULATION S GLOBAL" and, except together with the Temporary Regulation S Global, the "REGULATION S GLOBAL") duly executed by the Company and authenticated by the Trustee as otherwise permitted herein. Such Initial Global Notes hereinafter provided shall be referred 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 collectively herein as the "RULE 144A GLOBAL NOTE." principal amount of the beneficial interest in the Temporary Regulation S Global transferred. The aggregate principal amount of the Rule 144A a Regulation S Global Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as hereinafter provided custodian for the Depository or its nominee, as herein provided. Notes which are transferred to Institutional Accredited Investors which are not QIBs (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase excluding Non-U.S. Persons) shall be issued in the aggregate principal amount form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit C (the "U.S. CERTIFICATED NOTES"). Notes issued pursuant to Section 2.07 in exchange for interests in the Regulation S Global Note or shall be in consequence the 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 2.07 in exchange for interests in the Restricted Global shall be in the form of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter providedU.S. Certificated Note. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Certificated Notes shall and the U.S. Certificated Notes are sometimes collectively be referred to herein as the "RULE 144A 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 Securities and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, substitutions and other variations as are required or B, as applicablepermitted under this Indenture. 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 Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Issuer is subject or usage. The Company and the Trustee Issuer shall approve the form of the Notes Securities and any notation, legend or endorsement on themthe Securities. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Securities annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture andIndenture. Each of the Company, to the extent applicableGST USA, the Company GST and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Securities applicable to it and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes Securities offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be initially issued in the form of permanent global form without interest couponsSecurities in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S U.S. GLOBAL NOTE." SECURITY"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the Regulation S U.S. Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notesits nominee, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes Securities offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be initially issued in the form of one or more temporary global Securities in registered form without interest couponssubstantially in the form set forth in Exhibit A (each a "TEMPORARY OFFSHORE GLOBAL SECURITY") 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 June 13, 1998 (the "OFFSHORE SECURITIES EXCHANGE DATE"), upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit A B hereto, with such applicable legends as are provided one or more permanent global Securities in registered form substantially in the form set forth in Exhibit AA (the "PERMANENT OFFSHORE GLOBAL SECURITY"; and together with the Temporary Offshore Global Security, except the "OFFSHORE GLOBAL SECURITIES") duly executed by the Issuer and authenticated by the Trustee as otherwise permitted herein. Such Initial Global Notes hereinafter provided shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of deposited with the Trustee, as hereinafter provided (or by custodian for the issue of Depositary, and the Registrar shall reflect on its books and records the date and a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount at maturity of the Regulation S Temporary Offshore Global Note or Security in consequence an amount equal to the principal amount at maturity of the issue beneficial interest in the Temporary Offshore Global Security transferred. Securities which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of Definitive Notes or additional Rule 144A Notes, as hereinafter providedpermanent certificated Securities in registered form in substantially the form set forth in Exhibit A (the "U.S. PHYSICAL SECURITIES"). Securities issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Security shall be in the form of permanent certificated Securities in registered form substantially in the form set forth in Exhibit A (the "OFFSHORE PHYSICAL SECURITIES"). The Rule 144A Global Note Offshore Physical Securities and all other Initial Notes that U.S. Physical Securities are not Regulation S Global Notes shall sometimes collectively be herein referred to herein as the "RULE 144A NOTESPHYSICAL SECURITIES". The U.S. Global Security and the Offshore Global Security are sometimes referred to as the "GLOBAL SECURITIES". The definitive Securities 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 Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities."

Form and Dating. The Initial Notes and the notation relating to any Additional Notes and the Trustee's ’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, thereon shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or DTC rule or usage. The Company and the Trustee shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, forms of the Notes annexed hereto as Exhibits A, Exhibit A and Exhibit B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Guarantor party hereto and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case thereby upon authentication thereof pursuant to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants)this Indenture. Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be issued initially issued in the form of one or more permanent global form without interest couponsnotes in registered form, substantially in the form of set forth in 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." The aggregate principal amount of the Rule “144A Global Note may from time to time be increased or decreased by adjustments made on the records of Notes”), deposited with the Trustee, as custodian for DTC, and registered in the name of DTC or the nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit C. Notes offered and sold to Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) under the Securities Act shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A (the “IAI Global Notes”), deposited with the Trustee, as custodian for DTC, and registered in the name of DTC or the nominee of DTC, duly executed by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in Company and authenticated by the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, Trustee as hereinafter provided. The Rule 144A Global Note provided and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as bear the "RULE 144A NOTES."legend set forth in Exhibit C.

Form and Dating. The Initial Notes and Notes, the notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or Bhereto, as applicable. The Exchange Notesprovided, and the notation relating to the Trustee's certificate of authentication thereof, that any Initial Notes issued in a public offering shall be substantially in the form of Exhibits C or DExhibit B hereto. The Exchange Notes, as applicablethe notation thereon relating to the Guarantees, if any, and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit B hereto. The Notes may have notations, legends or endorsements required by law, stock exchange 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 Guarantee endorsed thereon substantially in the form of Exhibit F hereto. The terms and provisions contained in the NotesNotes and the Guarantees, if any, annexed hereto as Exhibits A, BB and F, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or tion S (a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the "Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee"). The Book-Entry DepositaryCompany shall cause the QIB Global Notes, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the IAI Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the and Regulation S Global Notes represented by such certificateless depositary intereststo have separate CUSIP numbers. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." All Notes offered and sold in their initial distribution in reliance on Rule 144A Regulation S shall be initially issued in global form without interest coupons, substantially remain in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial a Global Notes shall be referred to collectively herein as Note until the "RULE 144A GLOBAL NOTE." The aggregate principal amount consummation of the Rule 144A Global Note may from time Exchange Offer pursuant to time be increased or decreased by adjustments made on the records Registration Rights Agreement; provided, however, that all of the Trustee, as hereinafter provided (or time periods specified in the Registration Rights Agreement to be complied with by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in Company and the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESGuarantors have been so complied with."

Form and Dating. The Initial Notes Securities and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, substitutions and other variations as are required or B, as applicablepermitted under this Indenture. 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 Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Issuer is subject or usage. The Company and the Trustee Issuer shall approve the form of the Notes Securities and any notation, legend or endorsement on themthe Securities. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Securities annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture andIndenture. Each of the Company, to the extent applicableGST USA, the Company GST and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Securities applicable to it and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes Securities offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be initially issued in the form of permanent global form without interest couponsSecurities in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S U.S. GLOBAL NOTE." SECURITY"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S U.S. Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notesits nominee, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes Securities offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be initially issued in the form of one or more temporary global Securities in registered form without interest couponssubstantially in the form set forth in Exhibit A (each a "TEMPORARY OFFSHORE GLOBAL SECURITY") 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 June 22, 1997 (the "OFFSHORE SECURITIES EXCHANGE DATE"), upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit A B hereto, with such applicable legends as are provided on or more permanent global Securities in registered form substantially in the form set forth in Exhibit AA (the "PERMANENT OFFSHORE GLOBAL SECURITY"; and together with the Temporary Offshore Global Security, except the "OFFSHORE GLOBAL SECURITIES") duly executed by the Issuer and authenticated by the Trustee as otherwise permitted herein. Such Initial Global Notes hereinafter provided shall be referred to collectively herein deposited with the Trustee, as custodian for the "RULE 144A GLOBAL NOTE." The aggregate Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Rule 144A Temporary Offshore Global Note may from time Security in an amount equal to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S beneficial interest in the Temporary Offshore Global Note or Security transferred. Securities which are offered and sold to Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in consequence the form of permanent certificated Securities in registered form in substantially the issue form set forth in Exhibit A (the "U.S. PHYSICAL SECURITIES"). Securities issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Security shall be in the form of Definitive Notes or additional Rule 144A Notes, as hereinafter providedpermanent certificated Securities in registered form substantially in the form set forth in Exhibit A (the "OFFSHORE PHYSICAL SECURITIES"). The Rule 144A Global Note Offshore Physical Securities and all other Initial Notes that U.S. Physical Securities are not Regulation S Global Notes shall sometimes collectively be herein referred to herein as the "RULE 144A NOTESPHYSICAL SECURITIES". The U.S. Global Security and the Offshore Global Security are sometimes referred to as the "GLOBAL SECURITIES". The definitive Securities 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 Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities."

Form and Dating. The Initial Notes and Notes, the notation thereon relating to the Guarantees, and the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits A or B, as applicable. Exhibit A. The Exchange Notes, and the notation thereon relating to the Guarantees, and the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicable. 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 Guarantee from each of the Subsidiary Guarantors endorsed thereon or attached thereto substantially in the form of Exhibit E hereto. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution reliance on Rule 144A, Notes offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and Notes offered and sold in reliance on Regulation S shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." Global Note"), deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear all the legends set forth in Section 2.15. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided provided. Notes issued in exchange for interests in a Global Note pursuant to Section 2.16 and Notes offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (or the "Physical Notes") and shall bear the first legend set forth in Section 2.15. 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; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the issue Company and the Subsidiary Guarantors have been so complied with. Section 2.02. Execution and Authentication; Aggregate Principal Amount. Two Officers, or an Officer and an Assistant Secretary, of a further Regulation S Global Note)the Company and each Subsidiary Guarantor shall sign, or one Officer or an Assistant Secretary (each of whom shall, in connection with each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Company and the Guarantees for the Subsidiary Guarantors, by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a corresponding decrease Note or increase a Guarantee, as the case may be, was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Initial Notes (upon receipt of an Authentication Order from the Company signed by its President) for original issue in the aggregate principal amount not to exceed $200,000,000 in one or more series, (ii) Private Exchange Notes from time to time only in exchange for a like principal amount of Initial Notes and (iii) Exchange Notes from time to time only in exchange for (A) a like principal amount of Initial Notes or (B) in an aggregate principal amount of not more than the excess of $200,000,000 over the sum of the Rule 144A Global Note or aggregate principal amount of (x) Initial Notes then outstanding, (y) Private Exchange Notes then outstanding and (z) Exchange Notes issued in consequence accordance with (iii)(A) above, in each case upon a written order of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially Company in the form of Exhibit A heretoan Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Exchange Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (iii) of the first sentence of this paragraph, the first such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes written order from the Company shall be referred accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to collectively herein as and addressed to the "RULE 144A GLOBAL NOTE." Trustee stating that the issuance of the Exchange Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Company. The aggregate principal amount of Notes outstanding at any time may not exceed $200,000,000, except as provided in Sections 2.07 and 2.08. In the Rule 144A Global Note may from time event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Indenture subsequent to time be increased or decreased by adjustments made the Issue Date pursuant to clauses (i) and (iii) of the first sentence of the immediately preceding paragraph, the Company shall use its reasonable efforts to obtain the same "CUSIP" number for such Notes as is printed on the records Notes outstanding at such time; provided, however, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the TrusteeCompany in a form reasonably satisfactory to and addressed to the Trustee to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as hereinafter to which any of such Notes may vote or consent) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided (or in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the issue Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of a further Rule 144A Global Note)the Company. The Notes shall be issuable in fully registered form only, without coupons, in connection with a corresponding decrease or increase in the aggregate principal amount denominations of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided$1,000 and any integral multiple thereof. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESSection 2.03."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or 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 applicablepermitted 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 and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes offered and sold in reliance on Rule 144A shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The Global Notes shall be , substantially in the form set forth in Exhibit A (the "U.S. GLOBAL NOTES"), registered in the name of the nominee of the Depositary, deposited with the Book-Entry Depositary 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 a custodian therefore decreased by adjustments made on the records of the Registrar in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance instructions given by the Clearing Agency or its nominee of such certificateless depositary interestsHolder thereof, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants)as hereinafter provided. Notes offered and sold in their initial distribution 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 initially issued in global the form without interest couponsof 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 A hereto, with such applicable legends as are provided B hereto one or more permanent global Notes in registered form substantially in the form set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S OFFSHORE GLOBAL NOTE." 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 Regulation S 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 Depositary, duly executed by the Company and authenticated by the Trustee 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 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 hereinafter provided (custodian for the Depositary or its nominee, in accordance with the instructions given by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesHolder thereof, as hereinafter provided. The Regulation S 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 applicable to interests in the Offshore Global Note and all other Initial Notes that are not Rule 144A 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 shall be in the form of Offshore Physical Notes. The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively be herein referred to as the "PHYSICAL NOTES." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "REGULATION S GLOBAL NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global The definitive Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount typed, printed, lithographed or engraved or produced by any combination of the Rule 144A Global Note these methods or may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or produced in any other manner permitted by the issue rules of a further Rule 144A Global Note)any securities exchange on which the Notes may be listed, in connection with a corresponding decrease all as determined by the Officer or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Officers executing such Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as evidenced by the "RULE 144A NOTESexecution of such Notes."

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 Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. 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 themthem shall be satisfactory to both the Issuer and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests issued initially in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts form of the individual book-entry interests in such Global two or more permanent global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the “Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participantsNotes”). Notes offered and sold (i) in their initial distribution 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 “ Rule 144A Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(the “Regulation S Global Note”), except as otherwise permitted herein. Such Initial Global Note and in each case shall be referred to collectively herein deposited with the Trustee, as custodian for the "REGULATION S GLOBAL NOTE." Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

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 Exhibits set forth in Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or 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 applicablepermitted 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 and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained of the Notes substantially in the Notes, annexed hereto as Exhibits A, B, C, D form set forth in Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in global the form without interest couponsof one or more permanent Global Notes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(collectively, except the “U.S. Global Notes”), deposited with the Trustee, as otherwise permitted hereincustodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notesits nominee, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in global form without interest coupons, substantially on the Closing Date in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial one or more temporary Global Notes shall (collectively, the “Regulation S Temporary Global Notes”) deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in a Regulation S Temporary Global Note will be referred to collectively herein exchanged for beneficial interests in one or more permanent Global Notes (collectively, the “Regulation S Permanent Global Notes” and, together with the Regulation S Temporary Global Notes, the “Offshore Global Notes”), deposited with the Trustee, as custodian for the "RULE 144A GLOBAL NOTE." Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Offshore Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notesits nominee, as hereinafter provided. The Rule 144A Notes issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes and all other Initial U.S. Physical Notes that are not Regulation S sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Notes shall collectively be and the Offshore Global Notes are sometimes referred to herein as the "RULE 144A NOTES“Global Notes."” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or 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 applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange ex- change 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. If applicable, each Note shall have an executed Guarantee from each of the Guarantors, if any, existing on or after the Issue Date endorsed thereon substantially in the form of Exhibit D. The terms and provisions contained in the NotesNotes and the Guarantees, annexed hereto as Exhibits Aif any, B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution 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 issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto(the “Regulation S Global Notes” and, together with such applicable the 144A 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 as are provided set forth in Exhibit A heretoB. Notes issued after the Issue Date shall be issued initially in the form of one or more global Notes in registered form, except substantially in the form set forth in Exhibit A, deposited with the Trustee, as otherwise permitted herein. Such custodian for the Depository, duly executed by the Company (and having, if applicable, an executed Guarantee from each of the Guarantors, if any, endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law (together with the Initial Global Note shall be referred to collectively herein Notes, the “Global Notes”) or as the "REGULATION S GLOBAL NOTE." Physical Notes. The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Notes issued in exchange for interests in a Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively pursuant to Section 2.16 may be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A heretoand bearing the applicable legends, 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 if any (the "RULE 144A GLOBAL NOTE“Physical Notes”)." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or 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 applicablepermitted 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 and the Trustee 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 issuance and authentication. The aggregate principal amount of the Notes shall show be no greater than $194,664,836 plus the date aggregate principal amount of its authenticationall PIK Notes issued hereunder. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only issued initially in bearer the form and the Definitive of one or more permanent global Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(the Global Notes"), except registered in the name of the nominee of the Depository, deposited with the Trustee, as otherwise permitted hereincustodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depository or its nominee, in accordance with the instructions given by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesHolder thereof, as hereinafter provided. The Regulation S Global Except as provided below, each PIK Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A issued hereunder shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A heretoa Global Note, registered in the name of the nominee of the Depository, deposited with such applicable legends the Trustee, as are provided custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Notes issued pursuant to Section 2.07 in Exhibit A, except as otherwise permitted herein. Such Initial exchange for interests in the Global Notes shall be referred to collectively herein as issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "RULE 144A GLOBAL NOTE." The aggregate Physical Notes"). HLHZ shall have its interest represented by a Physical Note in the principal amount of $1,173,836. HLHZ shall receive its PIK Notes in the Rule 144A Global Note form of additional Physical Notes. The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or produced in any other manner permitted by the issue rules of a further Rule 144A Global Note)any securities exchange on which the Notes may be listed, in connection with a corresponding decrease or increase in all as determined by the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Officers executing such Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESevidenced by their execution of such Notes."

Form and Dating. The Initial Notes and the notation relating to the Trustee's authentication agent’s certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or 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 applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, by stock exchange rule agreements to which FelCor LP or the Guarantors are subject or by usage. The Company and the Trustee FelCor LP 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, FelCor LP, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(collectively, except the “U.S. Global Notes”), deposited with the Registrar, as otherwise permitted hereincustodian for the Depositary, duly executed by FelCor LP and authenticated by the Trustee as hereinafter provided. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the TrusteeRegistrar, as custodian for the Depositary or its nominee, as hereinafter provided (or by the issue of a further Regulation S Global Note), but in connection with a corresponding decrease or increase in no event may such amount exceed the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter providedauthenticated pursuant to Section 2.03 and then outstanding pursuant to Section 2.10). The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more temporary global Notes in registered form without interest couponssubstantially in the form set forth in Exhibit A (the “Temporary Offshore Global Notes”) deposited with the Registrar, as custodian for the Depositary, duly executed by FelCor LP and authenticated by the Trustee or authenticating agent as hereinafter provided. At any time following 40 days from the initial issuance of a series of notes (the “Offshore Notes Exchange Date”), upon receipt by the Trustee and FelCor LP of a certificate substantially in the form of Exhibit A B hereto, with such applicable legends as are provided one or more permanent global Notes in registered form substantially in the form set forth in Exhibit AA (the “Permanent Offshore Global Notes,” and together with the Temporary Offshore Global Notes, except the “Offshore Global Notes”) duly executed by FelCor LP and authenticated by the Trustee or authenticating agent as otherwise permitted herein. Such Initial Global Notes hereinafter provided shall be referred to collectively herein deposited with the Registrar as custodian for the "RULE 144A GLOBAL NOTE." The aggregate Depositary, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Rule 144A Temporary Offshore Global Note may from time Notes in an amount equal to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes offered and sold in reliance on Regulation S D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note or shall be in consequence the form of permanent certificated Notes in registered form substantially in the issue of Definitive Notes or additional Rule 144A form set forth in Exhibit A (the “Off-shore Physical Notes, as hereinafter provided”). The Rule 144A Global Note Offshore Physical Notes and all other Initial U.S. Physical Notes that are not Regulation S sometimes collectively herein referred to as the “Physical Notes.” The U.S. Global Notes shall collectively be and the Offshore Global Notes are sometimes referred to herein as the "RULE 144A NOTES“Global Notes."” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes Securities and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, annexed hereto as applicable. Exhibit A. 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 Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Company and the Trustee shall approve the form of the Notes Securities and any notation, legend or endorsement on themthe Securities. Each Note Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Securities annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. Each of the extent applicableCompany, the Company Guarantor and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Securities applicable to it and to be bound thereby. The Notes will initially be represented by (the Initial "U.S. Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be Security"), deposited with the Book-Entry Depositary or a Trustee, as custodian therefore in accordance with for the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance duly executed by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, Company and the transfer of that ownership will be effected only through, records maintained authenticated by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants)Trustee as hereinafter provided. Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S U.S. Global Note Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notesits nominee, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes Securities offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be initially issued in the form of a single temporary global Security in registered form without interest couponssubstantially in the form set forth in Exhibit A (the "Temporary Offshore Global Security") 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 September 9, 1996 (the "Offshore Securities Exchange Date"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit A B hereto, with such applicable legends as are provided a single permanent global Security in registered form substantially in the form set forth in Exhibit AA (the "Permanent Offshore Global Security"; and together with the Temporary Offshore Global Security, except the "Offshore Global Securities") duly executed by the Company and authenticated by the Trustee as otherwise permitted herein. Such Initial Global Notes hereinafter provided shall be referred to collectively herein deposited with the Trustee, as custodian for the "RULE 144A GLOBAL NOTE." The aggregate Depositary, and the registrar shall reflect on its books and records the date and a decrease in the principal amount of the Rule 144A Temporary Offshore Global Note may from time Security transferred. Securities which are offered and sold to time Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase issued in the aggregate principal amount form of permanent certificated Securities in registered form in substantially the Regulation S form set forth in Exhibit A (the "U.S. Physical Securities"). Securities issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note or Securities shall be in consequence the form of permanent certificated Securities in registered form substantially in the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter providedform set forth in Exhibit A (the "Offshore Physical Securities"). The Rule 144A Global Note Offshore Physical Securities and all other Initial Notes that U.S. Physical Securities are not Regulation S Global Notes shall sometimes collectively be herein referred to herein as the "RULE 144A NOTESPhysical Securities". The U.S. Global Security and the Offshore Global Securities are sometimes referred to as the "Global Securities". The definitive Securities 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 Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities."

Form and Dating. The Initial Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, thereof shall be substantially in the form of Exhibits A or 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 applicableExhibit B 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 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 Guarantors endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes and the Note Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes, substantially in the form set forth in Exhibit B hereto (the “144A 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 A hereto Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially issued in the form of a single permanent global form without interest couponsNote in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A heretoB (the “Regulation S Global Note”), except deposited with the Trustee, as otherwise permitted hereincustodian 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 A. The initial offer and resale of the Notes shall not be to Institutional Accredited Investors. Such The Notes resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit B (the “IAI Global Note” and, together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the 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 A. Notes issued after the Issue Date shall be referred to collectively herein issued initially in the form of one or more global Notes in registered form, substantially in the form set forth in Exhibit B, deposited with the Trustee, as custodian for the "REGULATION S GLOBAL NOTE." 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 any legends required by applicable law (together with the Initial Global Notes, the “Global Notes”). The aggregate principal amount of the Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Notes issued in exchange for interests in a Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively pursuant to Section 2.16 may be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit B and shall bear the applicable legend, if any, set forth in 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“Physical Notes”)." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Tranche A Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, as applicable. The Exchange Notes, and the Tranche B 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. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, C and D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Company, the Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Tranche A Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note andTranche B Notes, if and when issuedany, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued as a single note, with respect to each tranche, in global bearer form without interest coupons, substantially in the form of Exhibit A (in respect of Tranche A Notes) or Exhibit C (in respect of Tranche B Notes) hereto, with such applicable legends as are provided in Exhibit A or Exhibit C hereto, as applicable, except as otherwise permitted herein. It is understood that such Global Notes, if any, shall be deposited initially with the Depositary pursuant to the terms of the Depositary Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Initial Global Note Notes shall be referred to collectively herein as the "REGULATION Regulation S GLOBAL NOTE." Global Notes". The aggregate principal amount of the each Regulation S Global Note may from time to time be increased or decreased by adjustments made on by annotation or endorsement thereon by the records of Company or by the Trustee, as hereinafter provided the Depositary or a custodian of either on behalf of the Company (or by the issue of a further Regulation S Global NoteNotes), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A U.S. Global Note of the same tranche or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note Notes and all other Initial Notes that are not Rule 144A U.S. Global Notes shall collectively be referred to herein as the "REGULATION Regulation S NOTES." Notes". The Tranche A Notes and Tranche B Notes, if any, offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued as a single note, with respect to each tranche, in global bearer form without interest coupons, substantially in the form of Exhibit A (in respect of Tranche A) or Exhibit C (in respect of Tranche B) hereto, with such applicable legends as are provided in Exhibit AA and Exhibit C hereto, as applicable, except as otherwise permitted herein. It is understood that such Global Notes, if any, shall be deposited initially with the Depositary pursuant to the terms of the Depositary Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Initial Global Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." U.S. Global Notes". The aggregate principal amount of the Rule 144A each U.S. Global Note may from time to time be increased or decreased by adjustments made on by annotation or endorsement thereon by the records of Company or by the Trustee, as hereinafter provided the Depositary or a custodian of either on behalf of the Company (or by the issue of a further Rule 144A U.S. Global NoteNotes), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note of the same tranche or in consequence of the issue of Definitive Notes or additional Rule 144A U.S. Notes, as hereinafter provided. The Rule 144A U.S. Global Note Notes and all other Initial Notes that are not Regulation S evidencing the debt, or any portion of the debt, initially evidenced by such U.S. Global Notes, other than Notes transferred or exchanged upon certification as provided in Section 2.6(a)(i)(1), (2) or (4), shall collectively be referred to herein as the "RULE 144A NOTESU.S. Notes."

Form and Dating. The Initial Notes and the notation relating to the --------------- Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits A or B, annexed hereto 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. Exhibit A. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange 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 and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, Indenture. Each of the Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Notes applicable to it and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." U.S. Global Note"), deposited with the Trustee, ---------------- as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount at maturity of the Regulation S a U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depository or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notesits nominee, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in the form of one or more temporary global Notes in registered form without interest couponssubstantially in the form set forth in Exhibit A (the "Temporary --------- Regulation S Global Note"), 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 March 24, 1998 upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit A B hereto, with such applicable legends as are provided one or more permanent global Notes in registered form substantially in the form set forth in Exhibit AA (the "Permanent --------- Regulation S Global Note" and together with the Temporary ------------------------ Regulation S Global Note, except the "Offshore Global Note") duly -------------------- executed by the Company and authenticated by the Trustee as otherwise permitted herein. Such Initial 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 shall be referred in an amount equal to collectively herein as the "RULE 144A GLOBAL NOTE." principal amount of the beneficial interest in the Temporary Regulation S Global Notes transferred. The aggregate principal amount at maturity of the Rule 144A an Offshore Global Note may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as hereinafter provided (custodian for the Depository or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notesits nominee, as hereinafter herein provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate --------------- of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or 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 applicablepermitted 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 and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." U.S. 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 Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or its nominee, in accordance with the instructions given by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesHolder thereof, as hereinafter provided. The 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 Note Notes"), registered in the name of the nominee of the --------------------- Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and all other Initial authenticated by the Trustee as hereinafter provided. On or after the later of (i) March 31, 1998 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 that are not Rule 144A 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 at maturity of the Temporary Offshore Global Notes in an amount equal to the principal amount at maturity of the beneficial interest in the Temporary Offshore Global Notes transferred. Notes delivered pursuant to Section 2.08 to Institutional Accredited Investors and Notes delivered pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "U.S. ---- Physical Notes"), and Notes delivered 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 the form set forth in Exhibit A (the "Offshore Physical Notes"). ----------------------- The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively be herein referred to as the "Physical Notes." The U.S. Global Notes -------------- and the Offshore Global Notes are sometimes referred to herein as the "REGULATION S NOTESGlobal ------ Notes." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global ----- The definitive Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount typed, printed, lithographed or engraved or produced by any combination of the Rule 144A Global Note these methods or may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or produced in any other manner permitted by the issue rules of a further Rule 144A Global Note)any securities exchange on which the Notes may be listed, in connection with a corresponding decrease or increase in all as determined by the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Officers executing such Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESevidenced by their execution of such Notes."

Form and Dating. The Initial Original Notes and the notation relating to the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or B, as applicablepermitted by this Indenture. The Exchange Notes, Notes and the notation relating to the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C Exhibit A hereto, with such appropriate insertions, substitutions and other variations as are required or Dpermitted by this Indenture; provided, that Exchange Notes issued in the Exchange Offer shall not bear the legend set forth in Exhibit A hereto as applicableindicated 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 and the Trustee 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 shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits AExhibit A hereto, B, C, D shall constitute, and are hereby expressly made, a part of this Indenture andIndenture, to the extent applicable, and the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Original Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest couponsform, substantially in the form of Exhibit A hereto, with such applicable legends as are provided attached hereto (including the text set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be footnote 1 thereto and the additional schedule referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note therein) and may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest couponsdefinitive form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided hereto (not including the text set forth in Exhibit A, except as otherwise permitted herein. Such Initial Global Notes shall be footnote 1 thereto and the additional schedule referred to collectively herein as the "RULE 144A GLOBAL NOTE." therein). The aggregate principal amount of the Rule 144A Global Note may from time to time Original Notes initially will be increased or decreased by adjustments made on the records of deposited with the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Note Custodian. The Global Note), in connection with a corresponding decrease or increase Notes initially shall be registered in the aggregate principal amount name of the Regulation S Global Note Depository or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."the

Form and Dating. The Initial Series A Notes and the notation relating to the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or 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 applicablehereto. 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 and the Trustee 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 issuance authentication. The Notes shall be in denominations of $1,000 and shall show the date of its authenticationintegral multiples thereof. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to and the extent applicableIssuers, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be issued initially issued in the form of a single permanent global form without interest couponsNote in registered form, substantially in the form of set forth in 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." "), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Section 2.6(h). The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form set forth in Exhibit A (the "TEMPORARY REGULATION S GLOBAL NOTE"), deposited with the Trustee, as custodian for the Depositary or its nominee, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided (or 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 issue Trustee and the Issuers of a further Rule 144A 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), in connection the "REGULATION S GLOBAL NOTE") duly executed by the Issuers 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 corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence an amount equal to the principal amount of the issue 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 Definitive permanent U.S. Certificated Notes or additional in registered form in substantially the form set forth in Exhibit A (the "U.S. CERTIFICATED NOTES"). Securities issued pursuant to Section 2.6 hereof in exchange for interests in the Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent Certificated Notes in registered form substantially in the form set forth in Exhibit A (the "OFFSHORE CERTIFICATED Notes, "). The Offshore Certificated Notes and U.S. Certificated Notes are sometimes collectively herein referred to as hereinafter provided. the "CERTIFICATED NOTES." The Rule 144A Global Note and all other Initial Notes that are not the Regulation S Global Notes shall collectively be Note are sometimes referred to herein as the "RULE 144A GLOBAL NOTES."

Form and Dating. The Initial Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, with respect thereto shall be substantially in the form set forth in Exhibit A, which is incorporated in and forms a part of Exhibits A or 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 applicablethis 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 bear the Trustee shall approve 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 and Notes and any notationdistributed in Canada, legend or endorsement on themif any, shall bear the Legend Applicable to Canadian Holders set forth in Exhibit G. Notes transferred 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 issuance and shall show the date of its authentication. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, Exchange Notes issued by the Issuer shall be substantially in the form set forth in Exhibit A (but shall not contain paragraph 11 thereof). Exchange Notes issued to Holders in Canada shall bear the Legend Applicable to Canadian Holders set forth in Exhibit G. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer, 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. However, to the extent any provision of the Notes conflicts with the provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The Notes will initially may be represented by presented for registration of transfer and exchange at the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent offices of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTERegistrar." The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Series A Notes and the notation relating to the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or 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 applicablehereto. 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 and the Trustee Series B Notes shall approve be substantially in the form of the Notes and any notation, legend or endorsement on themExhibit B hereto. Each Note shall be dated the date of its issuance and authentication. The notation on each Note relating to the Guarantees shall show be substantially in the form set forth on Exhibit C hereto. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1,000 and integral multiples thereof. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes and Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to and the extent applicableCompany, the Company Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of a single permanent global form without interest couponsNote in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as hereto (the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided (or by and shall bear the issue of a further Regulation S Global Note), legend set forth in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter providedSection 2.6(h) hereof. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a single temporary global Note in registered form, substantially in the form of Exhibit A hereto (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 (or and shall bear the legend set forth in Section 2.6(h) hereof. 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 issue Trustee and the Company of a further Rule 144A duly executed certificate substantially in the form of Exhibit D(1) hereto, a single permanent Global Note in registered form substantially in the form of Exhibit A hereto (the "Permanent Regulation S Global Note)," and together with the Temporary Regulation S Global Note, in connection 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 corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence an amount equal to the principal amount of the issue 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 Definitive permanent U.S. Certificated Notes or additional in registered form in substantially the form set forth in Exhibit A (the "U.S. Certificated Notes"). Securities issued pursuant to Section 2.6 hereof in exchange for interests in the Rule 144A Global Note or the Regulation S Global Note shall be in the form of permanent Certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Offshore Certificated Notes, "). The Offshore Certificated Notes and U.S. Certificated Notes are sometimes collectively herein referred to as hereinafter provided. the "Certificated Notes." The Rule 144A Global Note and all other Initial Notes that are not the Regulation S Global Notes shall collectively be Note are sometimes referred to herein as the "RULE 144A NOTESGlobal Notes."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's certificate of authentication thereof, relating thereto shall be substantially in the form of Exhibits C or D, as applicableExhibit 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. Subject to Section 4.19, each Note shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form included in Exhibit A and Exhibit B hereto. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially issued in exchange for interests in a Global Note pursuant to Section 2.16 may be represented by issued in the Initial Global Notes. The Global form of permanent certificated Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with form in substantially the Book-Entry Depositary or a custodian therefore form set forth in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes Exhibit A (the "BOOK-ENTRY INTERESTSPhysical Notes") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). All Notes offered and sold in their initial distribution in reliance on Regulation S shall be initially issued in global form without interest coupons, substantially remain in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Such Initial a Global Note shall be referred to collectively herein as until the "REGULATION S GLOBAL NOTE." The aggregate principal amount consummation of the Regulation S Global Note may from time Exchange Offer pursuant to time be increased or decreased by adjustments made on the records Registration Rights Agreement; provided, however, that all of the Trustee, as hereinafter provided (or time periods specified in the Registration Rights Agreement to be complied with by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S Notes, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTESIssuer have been so complied with." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

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 Exhibits Exhibit A or B, as applicablehereto. The Exchange Notes, Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form of Exhibits C or D, as applicableExhibit B hereto. 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 themthem shall be satisfactory to both Case New Holland and the Trustee. Each Note shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, A and B, C, D shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Case New Holland and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests issued initially in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts form of the individual book-entry interests in such Global two or more permanent global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the “Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participantsNotes”). Notes offered and sold (i) in their initial distribution 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 “ Rule 144A Global Note”) and (ii) in offshore transactions in reliance on Regulation S shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto(the “Regulation S Global Note”), except as otherwise permitted herein. Such Initial Global Note and in each case shall be referred to collectively herein deposited with the Trustee, as custodian for the "REGULATION S GLOBAL NOTE." Depository, duly executed by Case New Holland and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S any Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form 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." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

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 Exhibits Exhibit A or 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 applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by However, to the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited extent any provision of any Note conflicts with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent express provisions of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary intereststhis Indenture, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts provisions of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will this Indenture shall govern and be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants)controlling. Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in global form without interest coupons, substantially in the form of Exhibit A heretoone or more permanent global Notes in registered form (the “U.S. Global Notes”) registered in the name of the nominee of the Depositary, deposited with such applicable legends the Trustee, as are provided in Exhibit A heretocustodian for the Depositary, except duly executed by the Issuer and authenticated by the Trustee as otherwise permitted hereinhereinafter provided. Such Initial Global Note shall be referred to collectively herein as the "REGULATION S GLOBAL NOTE." The aggregate principal amount of the Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary or its nominee, in accordance with the instructions given by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesHolder thereof, as hereinafter provided. The Regulation S Global Note and all other Initial Notes that are not Rule 144A issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes shall collectively be referred to herein as in the "REGULATION S NOTES." form of permanent certificated Notes in registered form (the “U.S. Physical Notes”). Notes offered and sold in their initial distribution offshore transactions in reliance on Rule 144A Regulation S shall be issued initially issued in global form without interest coupons, substantially in the form of Exhibit A heretoone or more permanent global Notes in registered form (the “Offshore Global Notes”), registered in the name of the nominee of the Depositary, deposited with such applicable legends the Trustee, as are provided in Exhibit Acustodian for the Depositary, except duly executed by the Issuer and authenticated by the Trustee as otherwise permitted hereinhereinafter provided. Such Initial Global Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount of the Rule 144A Offshore Global Note 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 hereinafter provided (custodian for the Depositary or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, its nominee as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S 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 (the “Offshore Physical Notes”). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively be herein referred to as the “Physical Notes.” The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "RULE 144A NOTES“Global Notes."” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes and the notation relating to the Trustee's ’s certificate of authentication thereof, shall be substantially in the form of Exhibits Exhibit A or 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 applicablehereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company and the Trustee 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 issuance and shall show the date of its authentication. Each Note shall have an executed Subsidiary Guarantee from each of the Subsidiary Guarantors existing on the Closing Date endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the Notes, annexed hereto as Exhibits A, B, C, D Notes and the Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company Issuer, 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 Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution reliance on Rule 144A shall be issued initially in the form of a single permanent global Note in registered form, substantially in the form set forth in Exhibit A (the “144A Global Note”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary Guarantors 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 issued in the form of a single permanent global form without interest couponsNote in registered form, substantially in the form of Exhibit A hereto(the “Regulation S Global Note”), deposited with such applicable the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends as are provided set forth in Exhibit B. The initial offer and resale of the Notes shall not be to an Institutional Accredited Investor. The Notes resold to Institutional Accredited Investors in connection with the first transfer made pursuant to Section 2.16(a) shall be issued initially in the form of a single permanent Global Note in registered form, substantially in the form set forth in Exhibit A hereto(the “IAI Global Note,” and, except as otherwise permitted herein. Such together with the 144A Global Note and the Regulation S Global Note, the “Initial Global Note Notes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Exhibit B. Notes issued after the Closing Date shall be referred to collectively herein 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 "REGULATION S GLOBAL NOTE." Depository, duly executed by the Issuer (and having an executed Subsidiary Guarantee from each of the Subsidiary 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 Regulation S Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by custodian for the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesDepository, as hereinafter provided. The Regulation S Notes issued in exchange for interests in a Global Note and all other Initial Notes that are not Rule 144A Global Notes shall collectively pursuant to Section 2.16 may be referred to herein as the "REGULATION S NOTES." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A heretoand bearing the applicable legends, with such applicable legends as are provided in Exhibit Aif any, except as otherwise permitted herein. Such Initial Global Notes shall be referred to collectively herein as (the "RULE 144A GLOBAL NOTE“Physical Notes”)." The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or by the issue of a further Rule 144A Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTES."

Form and Dating. The Initial Notes and the notation relating to the Trustee's certificate of authentication thereof, shall be substantially in the form of Exhibits annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or 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 applicablepermitted by this Indenture. The Notes may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company or any Guarantor is subject or usage. The Company and the Trustee 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 issuance and shall show the date of its authentication. The terms and provisions contained in the Notes, form of the Notes annexed hereto as Exhibits A, B, C, D Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Company Company, each Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes will initially be represented by the Initial Global Notes. The Global Notes shall be issuable only in bearer form and the Definitive Notes shall be issuable only in registered form. The Global Notes shall be deposited with the Book-Entry Depositary or a custodian therefore in accordance with the Deposit Agreement. The Book-Entry Depositary will issue one certificateless depositary interest representing the Regulation S Global Note, one certificateless depositary interest representing the Rule 144A Global Note and, if and when issued, one certificateless depositary interest representing the Exchange Global Note, in each case to the Clearing Agency or its nominee. The Book-Entry Depositary, acting as agent of the Company, shall maintain a book-entry system and shall record the Clearing Agency or its nominee as the registered owner of a certificateless depositary interest for each of the Global Notes representing a 100% interest in each of the Global Notes. Upon acceptance by the Clearing Agency or its nominee of such certificateless depositary interests, the Clearing Agency will record beneficial interests in the Global Notes represented by such certificateless depositary interests. The Clearing Agency will credit, on its internal system, the respective principal amounts of the individual book-entry interests in such Global Notes (the "BOOK-ENTRY INTERESTS") to the accounts of persons who have accounts with the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be limited to participants or persons who hold interests through participants in the Clearing Agency. Ownership of Book-Entry Interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Clearing Agency (with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants). Notes offered and sold in their initial distribution in reliance on Regulation S Rule 144A shall be issued initially issued in the form of one or more permanent global form without interest couponsNotes in registered form, substantially in the form of Exhibit A hereto, with such applicable legends as are provided set forth in Exhibit A hereto, except as otherwise permitted herein. Such Initial Global Note shall be referred to collectively herein as (the "REGULATION S GLOBAL NOTE." U.S. 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 Regulation S U.S. Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (custodian for the Depositary, or its nominee, in accordance with the instructions given by the issue of a further Regulation S Global Note), in connection with a corresponding decrease or increase in the aggregate principal amount of the Rule 144A Global Note or in consequence of the issue of Definitive Notes or additional Regulation S NotesHolder thereof, as hereinafter provided. The 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 Note Notes"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and all other Initial authenticated by the Trustee as hereinafter provided. At any time on or after September 1, 1999, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Notes that are not Rule 144A in registered form substantially in the form set forth in Exhibit A hereto (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 issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Notes and the Offshore Global Notes shall be in the form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit A hereto (the "U.S. Physical Notes" and the "Offshore Physical Notes", respectively). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively be herein referred to as the "Physical Notes." The U.S. Global Notes and the Offshore Global Notes are sometimes referred to herein as the "REGULATION S NOTESGlobal Notes." Notes offered and sold in their initial distribution in reliance on Rule 144A shall be initially issued in global form without interest coupons, substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A, except as otherwise permitted herein. Such Initial Global The definitive Notes shall be referred to collectively herein as the "RULE 144A GLOBAL NOTE." The aggregate principal amount typed, printed, lithographed or engraved or produced by any combination of the Rule 144A Global Note these methods or may from time to time be increased or decreased by adjustments made on the records of the Trustee, as hereinafter provided (or produced in any other manner permitted by the issue rules of a further Rule 144A Global Note)any securities exchange on which the Notes may be listed, in connection with a corresponding decrease or increase in all as determined by the aggregate principal amount of the Regulation S Global Note or in consequence of the issue of Definitive Notes or additional Rule 144A Officers executing such Notes, as hereinafter provided. The Rule 144A Global Note and all other Initial Notes that are not Regulation S Global Notes shall collectively be referred to herein as the "RULE 144A NOTESevidenced by their execution of such Notes."