Common use of Form of Notes Clause in Contracts

Form of Notes. Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes shall be substantially in the form set forth in Exhibit A hereto, which is incorporated in and made a part of this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Supplemental Indenture or the Base Indenture or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and the Company, any Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made redemptions on the records of the Trustee and the DepositaryDepositary or its nominee. Members of, or participants in, Definitive Notes shall be substantially in the Depositary form of Exhibit A attached hereto (“Agent Members”) shall have no rights under this Indenture with respect to any but without the Global Note held on their behalf by Legend thereon and without the Depositary or under “Schedule of Exchanges of Interests in the Global Note” attached thereto). The registration, registration of transfers and the Depositary (including, for this purpose, its nominee) may exchanges of Notes shall be treated by the Company, the Trustee and any agent effected in accordance with Section 305 of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteBase Indenture.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in Notes may be listed or designated for issuance, or as may be required by the Global Note” attached thereto)Custodian or the Depositary, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers, exchanges and redemptionsor issuances of additional Notes permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon written instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal (including any Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest, if any, on, the Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingForm of Note attached as Exhibit A hereto shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Indenture and, to the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. (a) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto), which is incorporated in and made a part of this Indenture. Definitive Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges purchases, conversions and redemptions. Any endorsement of a Global Note to reflect the amount of any decrease or increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder holder thereof as required by Section 2.12 hereof and 2.5. The Trustee's certificate of authentication to be borne by such Notes shall be made on substantially in the records form set forth in Exhibit A. Any of the Trustee Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial holders of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and Interest on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of set forth in Exhibit A attached hereto hereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required by the “Schedule Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of Exchanges of Interests in any securities exchange or automated quotation system on which the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each A Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Indenture and to the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, which is incorporated in and made a part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed, or to conform to usage. Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note. The terms and provisions contained in the form of Note for all purposes whatsoever. Notwithstanding attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the foregoing, nothing herein shall (A) prevent the Companyextent applicable, the Trustee or any agent Issuer and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of respective forms set forth in Exhibit A attached hereto (but without the A. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the Global Note” attached thereto)text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a any Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest (including Additional Interest, if any) on each Global Note shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under its nominee of such Note on the Global Notedate of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture and to the Depositary (including, for this purpose, its nominee) may be treated by the Companyextent applicable, the Trustee Company and any agent the Trustee, by their execution and delivery of the Company or the Trustee as the absolute owner this Indenture, expressly agree to such terms and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect provisions and to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebe bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, which is incorporated in and part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the Officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage. Any Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note global form shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note in global form to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Note in global form shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note. The terms and provisions contained in the form of Note for all purposes whatsoever. Notwithstanding attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the foregoing, nothing herein shall (A) prevent the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Neither the Company or nor the Trustee from giving effect to shall have any written certification, proxy or other authorization furnished by responsibility for any defect in the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of CUSIP number that appears on any Note, check, advice of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit A attached hereto the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on the Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof this Indenture and shall be made on the records of the Trustee and the DepositaryDepository. Members of, or participants in, the Depositary Depository (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary Depository or under the Global Note, and the Depositary Depository (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary Depository or (B) impair, as between the Depositary Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(a), beneficial holders of Interests a Global Note will not receive or be entitled to receive physical delivery of certificates in the definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount Principal Amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount Principal Amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount Principal Amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of the Principal Amount of and Interest on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a "GLOBAL NOTE"). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(a), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially issued by the Company in registered form as set forth in Exhibit A attached hereto and all of the terms and provisions thereof are incorporated herein by reference. The Notes will be issued in the form of Exhibit A single fully registered global security without coupons (including the "Global Note Legend thereon Note") which will be deposited with, or on behalf of, DTC, and the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto)name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in a definitive form. Definitive Notes shall be substantially Unless and until it is exchanged in whole or in part for the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes individual notes represented thereby may from time to time be reduced or increasedthereby, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note may not be transferred except as a whole by DTC to reflect a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee of DTC to a successor depository or any nominee of such successor. So long as DTC or its nominee is the amount registered owner of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the such Global Note, and DTC or such nominee, as the Depositary (includingcase may be, for this purpose, its nominee) may will be treated by considered the Company, the Trustee and any agent sole owner or holder of the Company or the Trustee as the absolute owner and Holder of Notes represented by such Global Note for all purposes whatsoeverunder this Supplemental Indenture. Notwithstanding Except as described below, owners of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the foregoingindividual Notes represented by such Global Note registered in their names, nothing herein shall (A) prevent will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the Companyowners or holders thereof under the Indenture or this Supplemental Indenture. If DTC is at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days, the Trustee or any agent of Company will issue individual Notes in exchange for the Global Note representing such Notes. In addition, the Company may at any time and in its sole discretion, subject to certain limitations set forth in the Indenture, determine not to have any of such Notes represented by one or more Global Notes and in such event will issue individual Notes in exchange for the Trustee from giving effect to any written certificationGlobal Note or Notes representing such debt Securities. Individual Notes so issued will be issued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notewithout coupons.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, which is incorporated in and made a part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed, or to conform to usage. Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made on to the records holder of such Note. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of Exhibit set forth in EXHIBIT A attached hereto hereto, which is incorporated in and made a part of this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage. Each The Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any (including any redemption price), on the Global Note shall be made on to the records holder of such Note. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto shall constitute, and is hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive ------------- authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, which is incorporated in and made a part of Exhibit A attached hereto this Indenture. --------- Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage. Each The Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any (including any redemption price), on the Global Note shall be made on to the records holder of such Note. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto shall constitute, and is hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officer executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect purchases, conversions, transfers, exchanges and redemptionsor issuances of additional Notes permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof of such Notes in accordance with this Indenture. Payment of principal (including any Fundamental Change Purchase Price or Redemption Price, as required by Section 2.12 hereof applicable) of, and accrued and unpaid interest, if any, on, the Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingForm of Note attached as Exhibit A hereto shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Indenture and, to the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit A attached hereto the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required by the “Schedule Custodian, the Depositary or by the National Association of Exchanges Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of Interests in securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Global Note” attached thereto)Notes may be traded, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on the Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. Notes will initially be issued in global definitive form shall be in substantially in the form of Exhibit A (including hereto, with the Global Note Legend thereon legends in substantially the form indicated in Exhibit A hereto, and the “Schedule of Exchanges of Interests shall be registered in the Global Note” attached thereto)name of the holders thereof, duly executed by the Company and authenticated by the Trustee as the authenticating agent as provided herein. Definitive An interest in a global Note may be issued in exchange for any definitive Note transferred pursuant to an effective registration statement for the Notes shall be substantially under the Securities Act, in compliance with Rule 144 promulgated thereunder or after receipt of an opinion of counsel reasonably satisfactory to the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Company that such registration or compliance is not required. Each Global Any global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon written instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with the Indenture. Payment of principal of and interest and premium, if any, on any global Note shall be made on in accordance with the records provisions of Section 2.3 hereof. The terms and provisions contained in the Trustee forms of Notes attached as Exhibit A and Exhibit B hereto shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Sixth Supplemental Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Sixth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Sixth Supplemental Indenture and to the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Sixth Supplemental Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, which is incorporated in and made a part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage. Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any (including any redemption or purchase price), on any Global Note shall be made on to the records holder of such Note. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradeable on the Portal Market or as may be required for the Notes to be tradeable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial owners of Interests a Global Note will not receive or be entitled to receive physical delivery of certificates in the definitive form and will not be considered holders of such Global Note” attached thereto). Each Notwithstanding any other provision of this Indenture, so long as a series of Notes is a Global Note, the parties hereto will be bound at all times by the applicable procedures of the Depositary with respect to such series. Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a "Global Note"). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(a), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and Interest on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. Notes issued in global form shall be substantially in The Notes, the form of Exhibit A (including the Global Note Legend thereon Guarantee and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this First Supplemental Indenture, or as may be required by the Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this First Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the records date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto are incorporated herein and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Noteconstitute, and are hereby expressly made, a part of this First Supplemental Indenture and to the Depositary (includingextent applicable, for this purpose, its nominee) may be treated by the Company, Parent and the Trustee Trustee, by their execution and any agent delivery of the Company or the Trustee as the absolute owner this First Supplemental Indenture, expressly agree to such terms and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect provisions and to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebe bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Annex C of the Twelfth Supplemental Indenture, or as may be required by the Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Annex C of the Twelfth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Annex C of the CompanyTwelfth Supplemental Indenture and to the extent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of this Annex C of the Company or the Trustee from giving effect Twelfth Supplemental Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. Notes issued in global form shall be substantially in The Notes, the form of Exhibit A (including the Global Note Legend thereon Guarantee and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Third Supplemental Indenture, or as may be required by the Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Third Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the records date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto are incorporated herein and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Noteconstitute, and are hereby expressly made, a part of this Third Supplemental Indenture and to the Depositary (includingextent applicable, for this purpose, its nominee) may be treated by the Company, Parent and the Trustee Trustee, by their execution and any agent delivery of the Company or the Trustee as the absolute owner this Third Supplemental Indenture, expressly agree to such terms and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect provisions and to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebe bound thereby.

Form of Notes. Notes issued in global form shall be substantially in The Notes, the form of Exhibit A (including the Global Note Legend thereon Guarantee and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Second Supplemental Indenture, or as may be required by the Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Second Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the records date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto are incorporated herein and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Noteconstitute, and are hereby expressly made, a part of this Second Supplemental Indenture and to the Depositary (includingextent applicable, for this purpose, its nominee) may be treated by the Company, Parent and the Trustee Trustee, by their execution and any agent delivery of the Company or the Trustee as the absolute owner this Second Supplemental Indenture, expressly agree to such terms and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect provisions and to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebe bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of set forth in Exhibit A hereto. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, exchanges and redemptionsor transfers permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of, and interest on, any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in EXHIBIT A, which is incorporated in and made a part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed, or to conform to usage. Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made on to the records holder of such Note. The terms and provisions contained in the Trustee form of Note attached as EXHIBIT A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall issued in definitive form will be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall will represent such of the outstanding Notes as shall will be specified therein and each shall provide that it shall represent represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall will be made by the Trustee or the Notes Custodian, at the direction of the Trustee. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or as may be required for the Notes to be tradeable on any market existing or developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.06(a) hereof, all of the Notes will be represented by one or more Global Notes. The transfer and exchange of beneficial interests in any such Global Note shall be effected through the Depositary in accordance with instructions given by this Indenture and the Holder thereof as required by Section 2.12 hereof and shall be made on the records applicable procedures of the Trustee and the Depositary. Members ofExcept as provided in Section 2.06 hereof, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any beneficial owners of a Global Note held on shall not be entitled to have certificates registered in their behalf by the Depositary names, will not receive or under the Global Note, be entitled to receive physical delivery of certificates in definitive form and the Depositary (including, for this purpose, its nominee) may will not be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder considered Holders of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of respective forms set forth in Exhibit A attached hereto (but without the A. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the Global Note” attached text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary or by the Financial Industry Regulatory Authority in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto), or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, put exercises, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a any Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on each Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of set forth in Exhibit A attached hereto hereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the provisions of the Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer and exchange of beneficial interests in a Global Note, which does not involve the issuance of a definitive Note, shall be effected through the Depositary (but without not the Global Note Legend thereon Trustee or the Custodian) in accordance with the Indenture and without the “Schedule procedures of Exchanges of Interests in the Global Note” attached thereto)Depositary therefor. Each A Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with the Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Supplemental Indenture and to the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Supplemental Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(a), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof and holder of such Notes in accordance with this Indenture. Payment of principal of any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of set forth in Exhibit A hereto. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer, redemption, repurchase, exchange, and all dispositions of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect exchanges and redemptions, repurchases, exchanges, or transfers permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal of, interest on and premium, if any, on any Global Note shall be made on to the records Holder of such Note. So long as any Notes are represented by one or more Global Notes, the parties hereto will be bound at all times by the applicable procedures of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteNotes.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Annex D of the Twelfth Supplemental Indenture, or as may be required by the Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Annex D of the Twelfth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Annex D of the CompanyTwelfth Supplemental Indenture and to the extent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of this Annex D of the Company or the Trustee from giving effect Twelfth Supplemental Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit A attached hereto the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, exchanges, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on the Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Third Supplemental Indenture and to the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Third Supplemental Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Annex A attached hereto (but without of the Global Note Legend thereon and without Twelfth Supplemental Indenture, or as may be required by the “Schedule Depositary or by National Association of Exchanges Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of Interests in securities pursuant to Rule 144A or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each A Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Annex A of the Twelfth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Annex A of the CompanyTwelfth Supplemental Indenture and to the extent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of this Annex A of the Company or the Trustee from giving effect Twelfth Supplemental Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Annex B of the Twelfth Supplemental Indenture, or as may be required by the Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Annex B of the Twelfth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Annex B of the CompanyTwelfth Supplemental Indenture and to the extent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of this Annex B of the Company or the Trustee from giving effect Twelfth Supplemental Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive ------------- authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, which is incorporated in and made a part of Exhibit A attached hereto this Indenture. --------- Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed, or to conform to usage. Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made on to the records holder of such Note. The terms and provisions contained in the Trustee form of Note attached as Exhibit ------- A hereto shall constitute, and are hereby expressly made, a part of this - Indenture and, to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of Exhibit A attached hereto (but without the Global Note Legend thereon this Indenture. The terms and without the “Schedule of Exchanges of Interests provisions contained in the Global Note” attached thereto). Each Global form of Note shall represent such constitute, and are hereby expressly made, a part of this Indenture and to the outstanding Notes as shall be specified therein extent applicable, the Issuer and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage. The Notes will be offered and sold only outside the United States in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof Regulation S and shall be made on issued initially only in the records form of permanent definitive Notes (the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent MembersPhysical Notes”) in registered form without interest coupons. The Physical Notes shall have no rights under this Indenture with respect to any Global Note held on their behalf by be substantially in the Depositary form set forth in Exhibit A annexed hereto. On the Shelf Registration Effective Date, one or under the more permanent global Notes (each, a “Global Note, and the Depositary (including, for this purpose, its nominee”) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein in global registered form without interest coupons shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.be:

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and made a part of this Indenture. The terms and provisions contained in the form of Note shall constitute, and are hereby expressly made, a part of this Indenture, and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially only in the form of one or more permanent global Notes (each, a “U.S. Global Note”) in registered form without interest coupons, in substantially the form set forth in Exhibit A attached hereto (but without and, except as otherwise provided in Section 2.3(a)(iii), shall contain the Global Note Restrictive Securities Legend thereon as set forth in Section 2.3(a)(i). Notes offered and without the “Schedule of Exchanges of Interests sold in offshore transactions in reliance on Regulation S shall be issued initially only in the form of one or more permanent global Notes (each, an “Offshore Global Note” attached theretoand, together with the U.S. Global Note, the “Global Notes”) in registered form without interest coupons in substantially the form set forth in Exhibit A and, except as otherwise provided in Section 2.3(a)(iii), shall contain the Restrictive Securities Legend as set forth in Section 2.3(a)(i). Each Notes issued pursuant to Section 2.8(d) in exchange for or upon transfer of beneficial interests in the U.S. Global Note shall represent such be in the form of permanent certificated Notes substantially in the outstanding form set forth in Exhibit A (the “U.S. Physical Notes”), and Notes as issued pursuant to Section 2.8(d) in exchange for or upon transfer of beneficial interests in the Offshore Global Note shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount form of outstanding permanent certificated Notes represented thereby shall be made by substantially in the Trustee or form set forth in Exhibit A (the “Offshore Physical Notes”). The Offshore Physical Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect U.S. Physical Notes are sometimes collectively herein referred to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such “Physical Notes.” The Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein Notes shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.be:

Form of Notes. Notes issued in global form shall be substantially in The Notes, the form of Exhibit A (including the Global Note Legend thereon Guarantee and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Fourth Supplemental Indenture, or as may be required by the Depositary, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Fourth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made to the Holder of such Note on the records date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto are incorporated herein and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Noteconstitute, and are hereby expressly made, a part of this Fourth Supplemental Indenture and to the Depositary (includingextent applicable, for this purpose, its nominee) may be treated by the Company, Parent and the Trustee Trustee, by their execution and any agent delivery of the Company or the Trustee as the absolute owner this Fourth Supplemental Indenture, expressly agree to such terms and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect provisions and to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebe bound thereby.

Form of Notes. (a) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto), which is incorporated in and made a part of this Indenture. Definitive Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges purchases, conversions and redemptions. Any endorsement of a Global Note to reflect the amount of any decrease or increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder holder thereof as required by Section 2.12 hereof and 2.5. The Trustee's certificate of authentication to be borne by such Notes shall be made on substantially in the records form set forth in Exhibit A. Any of the Trustee Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and is hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. Notes issued in global form shall be substantially in The Notes, the form of Exhibit A (including the Global Note Legend thereon Guarantee and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of set forth in Exhibit A hereto. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect exchanges and redemptionsrepurchases, exchanges, or transfers permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal of and Interest on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. Notes issued in global form shall be substantially in The Notes, the form of Exhibit A (including the Global Note Legend thereon Guarantee and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of set forth in Exhibit A hereto. The terms and provisions contained in the form of Note (including form of Guarantee endorsed thereon) attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian or the Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect exchanges and redemptions, repurchases, exchanges, or transfers permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal of and Interest on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s Certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive Authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Supplemental Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Supplemental Indenture. Payment of principal, accrued and unpaid interest, premium, if any (including any Fundamental Change Repurchase Price) and conversion proceeds, if any, on the Global Note shall be made to or upon the order of the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Supplemental Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive ------------- authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, which is incorporated in and made a part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage. Any Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note global form shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note in global form to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any (including any redemption price), on any Note in global form shall be made on to the records holder of such Note. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto shall constitute, and is hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto (but without the this Indenture. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the Global Note” attached text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary, any regulatory body or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto), or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal (including any Fundamental Change Repurchase Price), accrued and unpaid interest and Additional Interest, if any, on a Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, the terms and provisions of Exhibit A attached hereto (but without which shall constitute, and are hereby expressly incorporated in and made a part of the Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Second Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the Global Note” attached thereto). Each Global Note shall represent text thereof such legends or recitals or changes not inconsistent with the provisions of the outstanding Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes as shall may be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptionsare subject. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with the Indenture. Payment of principal (including the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding on the foregoingdate of payment, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy unless a record date or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation means of customary practices governing the exercise of the rights of a Holder of any Notedetermining Holders eligible to receive payment is provided for herein.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in Notes may be listed or designated for issuance, or as may be required by the Global Note” attached thereto)Custodian or the Depositary, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, redemptions, transfers, exchanges and redemptionsor issuances of additional Notes permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon written instructions given by the Holder thereof of such Notes in accordance with this Indenture. Payment of principal (including any Redemption Price, Repurchase Price or Fundamental Change Repurchase Price, as required by Section 2.12 hereof applicable) of, and accrued and unpaid interest, if any, on, the Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingForm of Note attached as Exhibit A hereto shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Indenture and, to the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s Certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive Authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Supplemental Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any National Securities Exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Supplemental Indenture. Payment of principal, accrued and unpaid interest and premium, if any (including any Fundamental Change Repurchase Price), on the Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) form of Note attached as Exhibit A hereto shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Noteconstitute, and the Depositary (includingare hereby expressly made, for a part of this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteSupplemental Indenture.

Form of Notes. The Notes issued in global form and the Trustee's certificate of authentication to be borne by the Notes shall be substantially in the form as in this Indenture above recited. Any of the Notes may have imprinted thereon such legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Notes may be listed, or to conform to usage. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Notes in registered form, substantially in the form as above recited (the "U.S. Global Note"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Notes in registered form substantially in the form as above recited (the "Temporary 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. At any time beginning 40 days after the later of the commencement of the offering and the closing in connection with the Notes (the "Offshore Notes Exchange Date"), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests hereto, one or more permanent global Notes in the Global Note” attached thereto). Definitive Notes shall be registered form substantially in the form as above recited (the "Permanent Offshore Global Note" and, together with the Temporary Offshore Global Note, the "Offshore Global Note") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, and the registrar shall reflect on its books and records the date and a decrease in the principal amount of Exhibit A attached hereto (but without the Temporary Offshore Global Note Legend thereon and without in an amount equal to the “Schedule principal amount of Exchanges of Interests the beneficial interest in the Temporary Offshore Global Note” attached theretoNote transferred. Notes offered and sold in reliance on Regulation D under the Securities Act of 1933 shall be issued in the form of permanent certificated Notes in registered form in substantially the form as above recited (the "U.S. Physical Notes"). Each Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Note shall represent such be in the form of permanent certificated Notes in registered form substantially in the outstanding form as above recited (the "Offshore Physical Notes"). The Offshore Physical Notes and U.S. Physical Notes are sometimes collectively herein referred to as the "Physical Notes". The U.S. Global Note and the Offshore Global Note are sometimes referred to as the "Global Notes". The definitive Notes shall be specified therein and each shall provide that it shall represent typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the aggregate principal amount rules of outstanding any securities exchange on which the Notes from time to time endorsed thereon and that may be listed, all as determined by the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increasedofficers executing such Notes, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made evidenced by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder execution of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteNotes.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit A attached hereto the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Fifth Supplemental Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, exchanges, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Fifth Supplemental Indenture. Payment of principal and accrued and unpaid interest on the Global Note shall be made to the holder of such Note on the records date of payment, unless a Record Date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Fifth Supplemental Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Fifth Supplemental Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Fourth Supplemental Indenture, or as may be required by the Depositary or by National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Fourth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Fourth Supplemental Indenture and to the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Fourth Supplemental Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit A attached hereto the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of the Original Indenture and this Seventh Supplemental Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note Security shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes CustodianTrustee, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with the Original Indenture or this Seventh Supplemental Indenture. Payment of principal and accrued and unpaid interest on the Global Security on the Maturity Date shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Regular Record Date for all purposes whatsoeverthe payment of interest or other means of determining Noteholders eligible to receive payment is provided for herein. Notwithstanding The terms and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Seventh Supplemental Indenture and to the Companyextent applicable, the Trustee or any agent Issuer and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Seventh Supplemental Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. It is acknowledged and agreed that, at the Corporation’s option, any or all Notes issued hereunder may be represented in global the form of Global Notes, registered in the name of “CDS & Co.” as contemplated by, and subject to, section 2.5. All Global Notes and Notes not represented by Global Notes shall be issued in registered form only and shall be substantially in the form of Exhibit set forth in Schedule A (including hereto, with such additions, omissions, substitutions and modifications thereto as the Global Note Legend thereon and Corporation, with the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such consent of the outstanding Notes as Trustee (which consent shall not be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby unreasonably withheld), may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptionsapprove. Any endorsement of a Global Each such Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by serially numbered or numbered in such a way so as to be able to identify the issuance of securities to which the Note pertains, shall bear such legends as the Corporation may direct and shall be signed manually on behalf of the Trustee or the Notes Custodian, at the direction by a duly authorized officer of the Trustee. No such Note shall be issued or, in accordance with instructions given if issued, shall be valid or binding on the Corporation until it has been signed as aforesaid. Any such Note so issued and signed (and Notes represented by Global Notes so issued and signed) shall be valid and binding upon the Holder thereof as required by Section 2.12 hereof Corporation and shall entitle the holder thereof to all benefits of this Indenture. Notes shall be made on the records issued only in face amounts which are equal to or in excess of the Trustee Authorized Denomination. Each Note shall constitute evidence of the rights and legal title of the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with holder in respect to any Global Note held on their behalf by the Depositary or under the Global of a Note, and the Depositary (including, for this purpose, its nominee) may be treated by other rights accorded hereunder to holders and the Company, duty of the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and perform its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteobligations hereunder.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto (but without the this Indenture. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the Global Note” attached text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary, any regulatory body or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto), or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any relevant exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal (including any Fundamental Change Repurchase Price), accrued and unpaid interest, and Additional Interest, if any, on a Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the DepositaryTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Members ofHowever, or participants into the extent any provision of any Note conflicts with the express provisions of this Indenture, the Depositary (“Agent Members”) shall have no rights under provisions of this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, shall govern and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notecontrolling.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of set forth in Exhibit A hereto. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a "Global Note"). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of, interest on and premium, if any, on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, the terms and provisions of Exhibit A attached hereto (but without which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject. Any Global NoteNote shall bear a legend substantially to the following effect: “Except as otherwise provided in this Indenture, this Note may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” attached thereto)Any of the Notes may have such letters, numbers or other marks of identification or designation and such notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, redemptions, cancellations, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Company or the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal (including the Fundamental Change Repurchase Price and the Redemption Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the records date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. Subject to the Trustee and the Depositary. Members offoregoing provisions of this Section 2.02, or participants in, the Depositary (“Agent Members”) shall have no rights each Note delivered under this Indenture with respect upon transfer of or in exchange for or in lieu of any other Note shall carry the rights to any Global Note held on their behalf by the Depositary or under the Global Noteinterest, accrued and unpaid, and the Depositary (includingto accrue, for this purpose, its nominee) may be treated that were carried by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Tenth Supplemental Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Tenth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Tenth Supplemental Indenture and to the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Tenth Supplemental Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s Certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive Authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Supplemental Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Supplemental Indenture. Payment of principal, accrued and unpaid interest and premium, if any (including any Fundamental Change Repurchase Price, Repurchase Price or Redemption Price), on the Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and, to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Supplemental Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall of any Series may be substantially of different denominations and forms and may contain such variations of tenor and effect, not inconsistent with the provisions of this Indenture, as are incidental to such differences of denomination and form, including variations in the form provisions for the exchange of Exhibit A (including Notes of different denominations or forms and in the Global provisions for the registration or transfer of Notes, and any Series of Notes may consist of Notes having different dates of issue, different dates of maturity, different rates of interest, different redemption prices, different sinking fund provisions, and partly of Notes carrying the benefit of a sinking fund and partly of Notes with no sinking fund provided therefor. Subject to the foregoing provisions and subject to any limitation as to the maximum principal amount of Notes of any particular Series, any Note Legend thereon may be issued as part of any Series of Notes. The Notes and the “Schedule registration panel and certificate of Exchanges of Interests the Trustee endorsed thereon may be in the Global Note” attached thereto). Definitive Notes forms (which may include legends) as the Directors shall be substantially in by resolution determine prior to the form time of Exhibit A attached hereto (but without the Global Note Legend thereon issue thereof and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made approved by the Trustee or based on an opinion of Counsel (pursuant to Section 4.1(c)), whose approval shall be conclusively evidenced by their respective certifications thereof. Unless otherwise specified in the Notes CustodianSupplemental Indenture authorizing a Series of Notes, at the direction every Global Note of the Trustee, in accordance with instructions given such Series authenticated and delivered by the Holder thereof as required by Section 2.12 hereof and Trustee shall be made on bear a legend in substantially the records of the Trustee and the Depositaryfollowing form: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. Members of, or participants in, the Depositary (“Agent MembersCDS”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global NoteTO XXX XXXXXXX INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, and the Depositary EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (includingAND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), for this purposeANY TRANSFER, its nominee) may be treated by the CompanyPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoingCDS & CO., nothing herein shall (A) prevent the CompanyHAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteTRANSFER OR DEAL WITH THIS CERTIFICATE.”

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a "Global Note"). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(a), beneficial holders of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and Interest on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note Note; provided, however, that in respect of Notes submitted for all purposes whatsoever. Notwithstanding conversion during a Registration Default (as defined in the foregoingRegistration Rights Agreement), nothing herein payment for Additional Interest shall (A) prevent be made as specified in the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteRegistration Rights Agreement.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of set forth in Exhibit A hereto. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. If there is any conflict between the terms of this Indenture and a Note, this Indenture shall govern. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian or the Depositary or as may be required for the Notes to be tradable on any market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect exchanges and redemptionsrepurchases, exchanges, or transfers permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon written instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal of and Interest on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, with such applicable legends as are provided for in Section 2.03. Any of Exhibit A attached hereto the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests Notes may be listed or designated for issuance, or to conform to usage. The Notes shall be issued initially in the form of one or more permanent Global Note” attached thereto)Notes with the applicable legends as provided in Section 2.03. Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect purchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on the Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee forms of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, the terms and provisions of Exhibit A attached hereto which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, cancellations, conversions, transfer or exchanges and redemptionspermitted hereby. Any endorsement of a Global any Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, Note Registrar in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal (including the Founder Departure Repurchase Price or the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, any Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding on the foregoingdate of payment, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy unless a record date or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation means of customary practices governing the exercise of the rights of a Holder of any Notedetermining Holders eligible to receive payment is provided for herein.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(a), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and Interest on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive a) The Notes shall be substantially in the form of annexed as Exhibit A to the Third Supplemental Indenture, which Exhibit A is hereby incorporated in and expressly made a part of this Indenture, and the Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon, such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto, or with any rules of any securities exchange or to conform to general usage, all as may be determined by the officers executing the Notes as evidenced by their execution of the Notes; provided that the form of any Additional Notes may have such variations as are permitted by paragraph (a) of Section 2 of the Third Supplemental Indenture; and provided. further, that Physical Notes may deviate (in form but not in substance) from the form attached hereto (but as Exhibit A to the Third Supplemental Indenture in such respects as the Issuer may deem necessary or appropriate to protect against fraud or forgery, including without limitation, by changing the Global form of the Physical Notes so that they have a "face" and a "reverse" and by moving the signatures and Trustee's certificate of authentication so that they appear on the same page as the principal amount of the Physical Notes. Each Note Legend thereon shall be dated the date of its authentication. "The terms and without the “Schedule of Exchanges of Interests provisions contained in the Global Note” attached thereto). Each Global Note shall represent such form of the outstanding Note annexed as Exhibit A to the Third Supplemental Indenture shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Issuer and the Trustee, by their execution and delivery of the Third Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. "Notes as initially offered and sold in reliance on Rule 144A shall be specified therein issued initially in the form of one or more permanent Global Securities in registered form (the "144A GLOBAL NOTES"), deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuer and each shall provide that it shall represent authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding the 144A Global Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made decreased by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be adjustments made on the records of the Trustee and the Depositary. Members ofTrustee, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by as custodian for the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee, as hereinafter provided. "Notes initially offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Securities in registered form (the "REGULATION S GLOBAL NOTES") may be treated deposited with the Trustee, as custodian for the Depositary, duly executed by the Company, the Trustee Issuer and any agent of the Company or authenticated by the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoeverhereinafter provided. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent The aggregate principal amount of the Company Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the Trustee from giving effect to any written certificationrecords of the Trustee, proxy or other authorization furnished by as custodian for the Depositary or (B) impairits nominee, as between hereinafter provided. "Notes initially offered and sold to Institutional Accredited Investors that are not QIBs shall be issued in the Depositary form of certificated Notes in registered form (the "U.S. PHYSICAL NOTES"). Notes issued pursuant to the second sentence of Section 2.12(b) of this Indenture in exchange for interests in the Regulation S Global Notes shall be issued in the form of certificated Notes in registered form (the "REGULATION S PHYSICAL NOTES"). The Regulation S Physical Notes and its Agent Membersthe U.S. Physical Notes are sometimes collectively referred to herein as the "PHYSICAL NOTES." The 144A Global Notes and the Regulation S Global Notes are sometimes collectively referred to herein as the "GLOBAL NOTES". "The definitive notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the operation rules of customary practices governing any securities exchange on which the exercise Notes may be listed, or as determined by the officers of the rights Issuer executing such Notes, as evidenced by their execution of a Holder of any Notesuch Notes.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of set forth in Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests A, in the Global Note” attached thereto)case of the Series A Notes, and in Exhibit B, in the case of the Series B Notes, both of which are incorporated in and made a part of this Indenture. Each Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage. The Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon written instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal, Liquidated Damages, if any, and premium, if any (including any Repurchase Price), on the Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the form of Note attached as Exhibit A hereto, in the case of the Trustee Series A Notes, and as Exhibit B hereto, in the case of the Series B Notes, shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, with such applicable legends as are provided for in Section 2.03(a). Any of Exhibit A attached hereto the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Notes shall be issued initially in the form of one or more permanent Global Note” attached thereto)Notes with the applicable legends as provided in Section 2.03. Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect purchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on the Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee forms of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit A attached hereto the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal, accrued and unpaid interest, and Additional Interest, if any, and premium, if any, on the Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of set forth in Exhibit A attached hereto hereto. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and that are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required by the “Schedule Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of Exchanges of Interests in any securities exchange or automated quotation system on which the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each A Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes CustodianSecurity Registrar, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The term and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Indenture and to the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A which is hereby incorporated in and expressly made a part of this Indenture. The Notes offered and sold (including i) in reliance on Regulation S under the Global Note Legend thereon and the “Schedule of Exchanges of Interests Securities Act ("Regulation S") or (ii) to "qualified institutional buyers," as defined in Rule 144A ("QIBs"), in reliance on Rule 144A, in each case as provided in the Global Note” attached thereto). Definitive Notes Purchase Agreement, shall be substantially issued in the form of one or more permanent global notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the each, a "Global Note” attached thereto"). Each Any Global Note shall represent such be deposited on behalf of the outstanding Notes as shall be specified therein and each shall provide that it shall represent purchasers of the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby with the Notes Custodian, and registered in the name of the Depositary or a nominee of the Depositary for the accounts of participants in the Depositary (and, in the case of Notes held in accordance with Regulation S, registered with the Depositary for the accounts of designated agents holding on behalf of the Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream")), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate Principal Amount at Maturity of a Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made decreased by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be adjustments made on the records of the Trustee and the DepositaryDepositary or its nominee as hereinafter provided. Members of, or participants in, The initial Depositary shall be the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf Trust Company. Successor Depositaries may be appointed by the Depositary or Trustee. Except as provided in Section 2.10 and 2.13, owners of beneficial interests in Global Notes will not be entitled to receive physical delivery of Notes in definitive form. Transferees of Notes who are not QIBs and did not purchase Notes sold in reliance on Regulation S under the Global Note, and the Depositary Securities Act (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee referred to herein as the absolute owner and Holder of such "Non-Global Note for all purposes whatsoeverPurchasers") will receive certificated Notes in definitive form bearing the Restricted Notes Legend set forth in Exhibit A hereto ("Definitive Notes"). Notwithstanding Definitive Notes will bear the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteRestricted Notes Legend set forth on Exhibit A unless removed in accordance with Section 2.13(b).

Form of Notes. The Series A Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Series B Notes and the Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibits A and B, respectively, which are incorporated in and made a part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note Notes shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect purchases, conversions, transfers, exchanges and redemptionsor issuances of additional Notes permitted hereby. Any endorsement of a the Global Note Notes to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture or otherwise in accordance with the terms of this Indenture or the Depositary’s applicable procedures. Payment of principal (including any Change of Control Purchase Price) of, and accrued and unpaid interest, if any, on, the Global Notes shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingforms of Notes attached as Exhibits A and B hereto shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Indenture and, to the Companyextent applicable, the Trustee 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 conflict or any agent inconsistency between the terms and provisions of the Company or Note and the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary terms and its Agent Membersprovisions of this Indenture, the operation terms and provisions of customary practices governing the exercise of the rights of a Holder of any Notethis Indenture shall control.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Authenticating Agent’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto (but without the this Indenture. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the Global Note” attached text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto), or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. The Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Transfer Agent or the Notes Custodian, at the direction of the TrusteePaying Agent, in accordance with such manner and upon instructions given by the Holder thereof holder of such Notes in accordance with this Indenture. Payment of principal, accrued and unpaid interest, and premium, if any (including any Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption), on the Global Note shall be made to the holder of such Note on the date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The Form of Note, the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer shall be substantially as required by Section 2.12 hereof set forth in Exhibits A, B, C and D, respectively, hereto, which are incorporated into and shall be made on the records deemed a part of the Trustee this Indenture, in each case with such appropriate insertions, omissions, substitutions and the Depositary. Members of, other variations as are required or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf permitted by the Depositary or under the Global NoteIndenture, and the Depositary (includingmay have such letters, for this purpose, its nominee) numbers or other marks of identification and such legends or endorsements placed thereon as may be treated required to comply with the rules of any securities exchange or as may, consistently herewith, be determined to be necessary or appropriate by the Company, the Trustee and any agent officers of the Company or the Trustee executing such Notes, as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent evidenced by their execution of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteNotes.

Form of Notes. The Notes issued in global definitive form ("definitive Notes") shall be substantially in the form of Exhibit A (including hereto, with the Global Note Legend thereon legends in substantially the form indicated in Exhibit A hereto and the “Schedule of Exchanges of Interests in the Global Note” attached such other legends as may be applicable thereto). Definitive , which definitive Notes shall be registered in the name of the holders thereof, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Unless issued in definitive form, Notes initially offered and sold in reliance on Rule 144A shall be issued in the form of one or more permanent global Notes (the "Restricted Global Note"), substantially in the form of Exhibit A attached B hereto, with the legends in substantially the form set forth in Exhibit B hereto (but without the and such other legends as may be applicable thereto, which Restricted Global Note Legend thereon shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, as custodian for the Depositary, and without the “Schedule of Exchanges of Interests registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Notes offered and sold outside the United States in reliance on Regulation S may be evidenced in the form of one or more permanent global Notes (the "Regulation S Global Note” attached "), substantially in the form of Exhibit C hereto, with the legends in substantially the form set forth in Exhibit C hereto and such other legends as may be applicable thereto, which Regulation S Global Note shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee or an authenticating agent as provided herein, for credit to the accounts of the respective depositaries for Euroclear and Cedel (or such other accounts as they may direct). Each Prior to or on the 40th day after the later of the commencement of the offering of the Notes and the Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Note may only be held through Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of Euroclear or Cedel or another agent member of Euroclear and Cedel acting for and on behalf of them, unless delivery is made through the Restricted Global Note in accordance with the certification requirements hereof. During the Restricted Period, interests in the Regulation S Global Note may be exchanged for interests in the Restricted Global Note or for definitive Notes only in accordance with the certification requirements described in Section 2.5 below. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Notes may be listed, or to conform to usage. Any global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with the Indenture. Payment of principal of and interest and premium, if any, on any global Note shall be made on to the records holder of such Note. The terms and provisions contained in the Trustee forms of Notes attached as Exhibits A, B and C hereto shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, which is incorporated in and made a part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the Officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed, or to conform to usage. Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note. The terms and provisions contained in the form of Note for all purposes whatsoever. Notwithstanding attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the foregoing, nothing herein shall (A) prevent the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Authenticating Agent’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto (but without the this Indenture. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the Global Note” attached text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto), or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Any Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee Transfer Agent or the Notes Custodian, at the direction of the TrusteePaying Agent, in accordance with such manner and upon instructions given by the Holder thereof of such Notes in accordance with this Indenture. Payment of principal, accrued and unpaid interest, and premium, if any (including any Fundamental Change Purchase Price or the Redemption Price in connection with an optional redemption), on a Global Note shall be made to the Holder of such Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for herein. The Form of Note, the Form of Notice of Conversion, the Form of Fundamental Change Purchase Notice and the Form of Assignment and Transfer shall be substantially as required by Section 2.12 hereof set forth in Exhibit A hereto and Attachments 1, 2 and 3 thereto, respectively, which are incorporated into and shall be made on deemed a part of this Indenture, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the records rules of the Trustee and the Depositary. Members ofany securities exchange or as may, consistently herewith, be determined to be necessary or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf appropriate by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent officers of the Company or the Trustee executing such Notes, as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent evidenced by their execution of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteNotes.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, the terms and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes (other than Affiliate Notes) shall be issued initially in the form of one or more Global Notes; provided, that Affiliate Notes shall be issued initially in the form of one or more Physical Notes. Physical Notes so issued will be registered in such names and authorized in such denominations as a Holder shall request, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Subject to the additional requirements of Section 2.05(c)(v) with respect to any Affiliate Note, upon the written request of any Holder, subject to the Notes meeting the eligibility requirements of the Depositary, any of such Holder’s Physical Notes may be exchanged for a beneficial interest in a Global Note, which shall (a) be assigned a restricted or unrestricted CUSIP number, as applicable, (b) be registered in the name of the Depositary, (c) bear the legend required on a Global Note set forth in Exhibit A attached hereto and (but without d) be deposited on behalf of such Holder with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the Global Note” attached text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto), or to indicate any special limitations or restrictions to which any particular Notes are subject. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as any Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note or Physical Note, as applicable, shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and and, in the case of a Global Note, that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal (including the Redemption Price and the Repurchase Event Repurchase Price, if applicable) of, and accrued and unpaid interest on, a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding on the foregoingdate of payment, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy unless a record date or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation means of customary practices governing the exercise of the rights of a Holder of any Notedetermining Holders eligible to receive payment is provided for herein.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate ------------- of Exchanges of Interests in authentication to be borne by the Global Note” attached thereto). Definitive Notes shall be substantially in the form as in this Indenture above recited. Any of Exhibit A attached hereto the Notes may have imprinted thereon such legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Notes may be listed, or to conform to usage. Unless issued in definitive form, Notes issued and sold in reliance on Rule 144A shall be issued in the form of one or more global securities (the "Restricted Global Note"), which Restricted Global Note Legend thereon shall be deposited on behalf of the holders of the Notes represented thereby with the Trustee, as custodian for the Depositary, and without the “Schedule of Exchanges of Interests registered in the name of the nominee of the Depositary, duly executed by the Company and authenticated as provided for herein. Notes offered and sold outside the United States in reliance on Regulation S shall be issued in the form of one or more global securities (the "Regulation S Global Note” attached thereto"), which Regulation S Global Note shall be deposited on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary, duly executed by the Company and authenticated as provided herein, for credit to the accounts of the respective depositaries for Euroclear and Cedel (or such other accounts as they may direct). Prior to or on the 40th day after the later of the commencement of the offering of the Securities and the Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Note may only be held through agent members of Euroclear and Cedel. During the Restricted Period, interests in the Regulation S Global Note may be exchanged for interests in the Restricted Global Notes or for Definitive Notes only in accordance with the certification requirements described in Section 2.05. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions, in accordance with the standard practices of the Depositary and the Trustee. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and holder thereof. The Definitive Notes shall be made 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 records of Notes may be listed or, if the Trustee and the Depositary. Members of, or participants inNotes are not listed, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect Notes may be produced in any other manner customarily used to any Global Note held on their behalf produce similar definitive securities, all as determined by the Depositary or under the Global Noteofficers executing such Notes, and the Depositary (including, for this purpose, its nominee) may be treated as evidenced by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder their execution of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteNotes.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradeable on the Portal Market or as may be required for the Notes to be tradeable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial owners of Interests a Global Note will not receive or be entitled to receive physical delivery of certificates in the definitive form and will not be considered holders of such Global Note” attached thereto). Each Notwithstanding any other provision of this Indenture, so long as a series of Notes is a Global Note, the parties hereto will be bound at all times by the applicable procedures of the Depositary with respect to such series. Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required law, stock exchange requirements to which the Company is subject or usage. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a "GLOBAL NOTE"). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon written instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by The NASDAQ OMX Group, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(a), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and Interest on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s Certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive Authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto this Supplemental Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Supplemental Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any National Securities Exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Supplemental Indenture. Payment of principal, accrued and unpaid interest and premium, if any (including any Fundamental Change Repurchase Price, Repurchase Price or Redemption Price), on the Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) form of Note attached as Exhibit A hereto shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Noteconstitute, and the Depositary (includingare hereby expressly made, for a part of this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteSupplemental Indenture.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee's certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The Portal Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(a), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a "GLOBAL NOTE"). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(a), beneficial holders of Interests a Global Note will not receive or be entitled to receive physical delivery of certificates in the definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount Principal Amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount Principal Amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount Principal Amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of the Principal Amount of and Interest on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. Notes issued in global form shall will be substantially in the form of Exhibit A or Exhibit B hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive 2031 Notes shall issued in definitive form will be substantially in the form of Exhibit A attached hereto and 2050 Notes issued in definitive form will be substantially in the form of Exhibit B hereto (but but, in each case, without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall will represent such of the outstanding Notes of such series as shall will be specified therein and each shall provide that it shall represent represents the aggregate principal amount of outstanding Notes of such series from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes of such series represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes of such series represented thereby shall will be made by the Trustee or the Notes Custodian, at the direction of the Trustee. The terms and provisions contained in the form of Note attached as Exhibit A or Exhibit B hereto, as applicable, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes of any series may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or as may be required for the Notes of such series to be tradable on any market existing or developed for trading of securities or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes of such series may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes of any series are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.06(a), all of the Notes of such series will be represented by one or more Global Notes. The transfer and exchange of beneficial interests in any such Global Note shall be effected through the Depositary in accordance with instructions given by this Indenture and the Holder thereof as required by Section 2.12 hereof and shall be made on the records Applicable Procedures of the Trustee and the Depositary. Members ofExcept as provided in Section 2.06(a), or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any beneficial owners of a Global Note held on shall not be entitled to have certificates registered in their behalf by the Depositary names, will not receive or under the Global Note, be entitled to receive physical delivery of certificates in definitive form and the Depositary (including, for this purpose, its nominee) may will not be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder considered Holders of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive The Notes shall be substantially in the form set forth in Exhibit A, the terms and provisions of Exhibit A attached hereto (but without which shall constitute, and are hereby expressly incorporated in and made a part of the Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the Global Note” attached text thereof such legends or recitals or changes not inconsistent with the provisions of the Indenture as may be required by the Note Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto), or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Note Custodian, at the written direction of the TrusteeCompany, in accordance with such manner and upon written instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with the Indenture. Payment of principal (including the Redemption Price and the Fundamental Change Repurchase Price, if applicable) of, and accrued and unpaid interest on, the Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding on the foregoingdate of payment, nothing herein shall (A) prevent the Company, the Trustee unless a record date or any agent other means of determining Holders of the Company or the Trustee from giving effect Notes eligible to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notereceive payment is provided for herein.

Form of Notes. The Notes issued in global form shall of any Series may be substantially of different denominations and forms and may contain such variations of tenor and effect, not inconsistent with the provisions of this Indenture, as are incidental to such differences of denomination and form, including variations in the form provisions for the exchange of Exhibit A (including Notes of different denominations or forms and in the Global provisions for the registration or transfer of Notes, and any Series of Notes may consist of Notes having different dates of issue, different dates of maturity, different rates of interest, different redemption prices, different sinking fund provisions, and partly of Notes carrying the benefit of a sinking fund and partly of Notes with no sinking fund provided therefor. Subject to the foregoing provisions and subject to any limitation as to the maximum principal amount of Notes of any particular Series, any Note Legend thereon may be issued as part of any Series of Notes previously issued. The Notes and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive Notes shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon registration panel and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such certificate of the outstanding Notes Trustee endorsed thereon may be in such form or forms (which may include legends) as the Directors shall by resolution determine prior to the time of issue thereof and as shall be specified therein approved by the Trustee, whose approval shall be conclusively evidenced by its certification thereof. The Notes of any Series may be engraved, lithographed, printed, mimeographed or typewritten, or partly in one form and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increasedpartly in another, as appropriatethe Corporation may determine, provided that if a Note is issued in mimeographed or typewritten form, the Corporation, on the demand of the Holder thereof, shall make available within a reasonable time after such demand, without expense to reflect exchanges such Holder, an engraved, lithographed or printed Note in exchange therefor. Every Global Note of each Series of Notes authenticated and redemptions. Any endorsement of delivered by the Trustee shall bear a legend in substantially the following form: This Note is a Global Note within the meaning of the Trust Indenture hereinafter referred to reflect the amount of any increase or decrease and is registered in the aggregate principal amount name of outstanding Notes represented thereby shall be made a Depository or a nominee thereof. Unless this Note is presented by an authorized representative of The Canadian Depository for Securities Limited ("CDS") to Crystallex International Corporation or its agent for registration of transfer, exchange or payment, and any Note issued in respect thereof is registered in the Trustee or the Notes Custodian, at the direction name of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.12 hereof and shall be made on the records of the Trustee and the Depositary. Members ofCDS & Co., or participants inin such other name as is requested by an authorized representative of CDS (and any payment is made to CDS & Co., the Depositary (“Agent Members”) shall have no rights under this Indenture with respect or to such other entity as is requested by an authorized representative of CDS), any transfer, pledge or other use hereof for value or otherwise by or to any Global Note held on their behalf by person is wrongful since the Depositary or under the Global Noteregistered holder hereof, and the Depositary (includingCDS & Co., for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notehas an interest herein.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of, interest (including Liquidated Damages, if any, and Additional Interest, if any) on and premium, if any, on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. Notes issued in global form shall be substantially in The Notes, the form of Exhibit A (including the Global Note Legend thereon Guarantee and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form of set forth in Exhibit A hereto. The terms and provisions contained in the form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradable on The PORTAL Market or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer, redemption, repurchase, exchange, and all dispositions of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial owners of Interests a Global Note shall not be entitled to have certificates registered in the their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered Holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect exchanges and redemptions, repurchases, exchanges, or transfers permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal of, interest on and premium, if any, on any Global Note shall be made on to the records Holder of such Note. So long as any Notes are represented by one or more Global Notes, the parties hereto will be bound at all times by the applicable procedures of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteNotes.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee"s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A, which is incorporated in and made a part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed, or to conform to usage. Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made on to the records holder of such Note. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. Notes sold to Institutional Accredited Investors that are neither QIBs nor Non-U.S. Persons will be issued in global definitive form in substantially the form of Exhibit A hereto, with the legends in substantially the form indicated in Exhibit A hereto and such other legends as may be applicable thereto, which definitive Notes shall be registered in the name of the holders thereof, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Notes held by QIBs shall be issued initially in the form of one or more global Notes (the "Restricted Global Note"), substantially in the form of Exhibit A (including B hereto, with the legends as may be applicable thereto, which Restricted Global Note Legend thereon shall be deposited on behalf of the holders of the Notes represented thereby with the Depositary and the “Schedule of Exchanges of Interests registered in the name of Cede & Co. ("Cede") as nominee of the Depositary, duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein. Notes offered and sold to persons outside the United States (each, a "Non-U.S. Person") in reliance on Regulation S shall be issued initially in the form of a global Note (the "Regulation S Global Note” attached thereto"). Definitive Notes shall be , substantially in the form of Exhibit A attached C hereto, with the legends in substantially the form set forth in Exhibit C hereto (but without the and such other legends as may be applicable thereto, which Regulation S Global Note Legend thereon shall be deposited on behalf of the holders of the Notes represented thereby with or on behalf of the Depositary, and without the “Schedule of Exchanges of Interests registered in the Global Note” attached theretoname of Cede as the Depositary's nominee, duly executed by the Company and authenticated by the Trustee or an authenticating agent as provided herein, for credit to the accounts of Euroclear and Cedel (or such other accounts as they may direct). Each Prior to and including the 40th day after the later of the commencement of the offering of the Notes and the Closing Date (the "Restricted Period"), beneficial interests in the Regulation S Global Note may only be held through Euroclear or Cedel Bank. During the Restricted Period, interests in the Regulation S Global Note may be exchanged for interests in the Restricted Global Note or for definitive Notes only in accordance with the certification requirements described in this Article II. QIBs and, after the expiration of the Restricted Period, Non-U.S. Persons may request that definitive Notes be issued in exchange for Notes represented by the applicable global Note. In addition, if at any time the Depositary for the global Notes is unable or unwilling to act as Depositary and no successor Depositary is appointed pursuant to Section 2.5(c) herein, definitive Notes may be issued in exchange for Notes represented by the global Notes. Unless determined otherwise by the Company in accordance with applicable law, after the expiration of the Restricted Period, definitive Notes issued upon transfer or exchange of beneficial interests in Notes represented by the Regulation S Global Note shall not bear the legend set forth in Section 2.5(c). Any definitive Note issued to a QIB pursuant to this paragraph shall bear the legend set forth in Section 2.5(c). Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the Company officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Notes may be listed, or to conform to usage. Any global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon written instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with the Indenture. Payment of principal of and interest and premium, if any, on any global Note shall be made on in accordance with the records provisions of Section 2.3 hereof. The terms and provisions contained in the Trustee forms of Notes attached as Exhibits A, B and C hereto shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. The terms and provisions contained in the form of Note attached as Exhibit A attached hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Notes to be tradeable on the Portal Market or as may be required for the Notes to be tradeable on any other market developed for trading of securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.05(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (a “Global Note”). The transfer and exchange of beneficial interests in any such Global Note Legend thereon shall be effected through the Depositary in accordance with this Indenture and without the “Schedule applicable procedures of Exchanges the Depositary. Except as provided in Section 2.05(b), beneficial owners of Interests a Global Note will not receive or be entitled to receive physical delivery of certificates in the definitive form and will not be considered holders of such Global Note” attached thereto). Each Any Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal of and interest and premium, if any, on any Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form Form of Exhibit A attached hereto Note, the terms and provisions of which are incorporated herein and shall constitute, and are hereby expressly made, a part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect purchases, cancellations, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Indenture. Payment of principal (including the Fundamental Change Purchase Price, if applicable) of and accrued and unpaid interest on each Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a record date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding Each Note shall bear the foregoing, nothing herein shall following legend (A) prevent the Company, the Trustee or any agent of unless otherwise agreed by the Company or in writing, with notice thereof to the Trustee from giving effect to any written certificationTrustee): NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, proxy or other authorization furnished by the Depositary or AS AMENDED (BTHE “SECURITIES ACT”)) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any NoteOF THE COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY DURING THE THREE IMMEDIATELY PRECEDING MONTHS MAY PURCHASE OR OTHERWISE ACQUIRE THIS NOTE OR A BENEFICIAL INTEREST HEREIN.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto this Indenture. Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officer executing the same may approve (but without execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the Global Note Legend thereon and without provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the “Schedule of Exchanges of Interests in the Global Note” attached thereto)Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. Each The Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect purchases, conversions, transfers, exchanges and redemptionsor issuances of additional Notes permitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof holder of such Notes in accordance with this Indenture. Payment of principal (including any Fundamental Change Purchase Price or Redemption Price, as required by Section 2.12 hereof applicable) of, and accrued and unpaid interest, if any, on, the Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A. Any of Exhibit the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Fifth Supplemental Indenture, or as may be required by the Depositary, as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with this Fifth Supplemental Indenture. Payment of principal and accrued and unpaid interest on a Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note on the date of payment, unless a Record Date or other means of determining Holders eligible to receive payment is provided for all purposes whatsoeverherein. Notwithstanding The terms and provisions contained in the foregoingform of Note attached as Exhibit A hereto are incorporated herein and shall constitute, nothing herein shall (A) prevent and are hereby expressly made, a part of this Fifth Supplemental Indenture and to the Companyextent applicable, the Trustee or any agent Company and the Trustee, by their execution and delivery of the Company or the Trustee from giving effect this Fifth Supplemental Indenture, expressly agree to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary such terms and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Noteprovisions and to be bound thereby.

Form of Notes. The Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule Trustee’s certificate of Exchanges of Interests in the Global Note” attached thereto). Definitive authentication to be borne by such Notes shall be substantially in the form respective forms set forth in Exhibit A, which are incorporated in and made a part of Exhibit A attached hereto (but without the this Indenture. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the Global Note” attached text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary, any regulatory body or as may be required for the Notes to be tradable on any other market developed for trading of securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto), or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject. A Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof holder of such Notes in accordance with this Indenture. Payment of principal (including any Fundamental Change Repurchase Price), accrued and unpaid interest, and Additional Interest, if any, on a Global Note shall be made to the holder of such Note on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Note attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Depositary. Members ofTrustee, or participants inby their execution and delivery of this Indenture, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect expressly agree to any Global Note held on their behalf by the Depositary or under the Global Note, such terms and the Depositary (including, for this purpose, its nominee) may provisions and to be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notebound thereby.

Form of Notes. Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive The Notes shall be substantially in the form set forth in Exhibit A, the terms and provisions of Exhibit A attached hereto (but without which shall constitute, and are hereby expressly incorporated in and made a part of the Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the Global Note” attached text thereof such legends or recitals or changes not inconsistent with the provisions of the Indenture as may be required by the Note Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto), or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made on the Schedule of Exchanges of Notes to such Global Note by the Trustee or the Notes Note Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with the Indenture. Payment of principal (including the Fundamental Change Repurchase Price, if applicable) of, the Redemption Price (if applicable) of, accrued and unpaid interest on, and the consideration due upon conversion of, the Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding (or, in the foregoingcase of consideration due upon conversion, nothing herein shall (Asuch Holder or its designee, as the case may be) prevent on the Companydate of payment, the Trustee unless a record date or any agent other means of determining Holders of the Company or the Trustee from giving effect Notes eligible to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notereceive payment is provided for herein.

Form of Notes. Notes issued in global form shall be substantially in the form of Exhibit A (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Definitive The Notes shall be substantially in the form set forth in Exhibit A, the terms and provisions of Exhibit A attached hereto (but without which shall constitute, and are hereby expressly incorporated in and made a part of the Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby. Any Global Note Legend thereon and without the “Schedule of Exchanges of Interests may be endorsed with or have incorporated in the Global Note” attached text thereof such legends or recitals or changes not inconsistent with the provisions of the Indenture as may be required by the Note Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto), or to indicate any special limitations or restrictions to which any particular Notes are subject. Each Global Note shall represent such principal amount of the outstanding Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be increased or reduced or increased, as appropriate, to reflect redemptions, repurchases, conversions, transfers or exchanges and redemptionspermitted hereby. Any endorsement of a the Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby shall be made on the Schedule of Exchanges of Notes to such Global Note by the Trustee or the Notes Note Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.12 hereof of such Notes in accordance with the Indenture. Payment of principal (including the Fundamental Change Repurchase Price, if applicable) of, the Redemption Price of (if applicable), accrued and unpaid interest on, and the consideration due upon conversion of, the Global Note shall be made on to the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or under the Global Note, and the Depositary (including, for this purpose, its nominee) may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding (or, in the foregoingcase of consideration due upon conversion, nothing herein shall (Asuch Holder or its designee, as the case may be) prevent on the Companydate of payment, the Trustee unless a record date or any agent other means of determining Holders of the Company or the Trustee from giving effect Notes eligible to any written certification, proxy or other authorization furnished by the Depositary or (B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Notereceive payment is provided for herein.