Common use of Form and Dating Clause in Contracts

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s certificate of authentication thereof shall be substantially in the form of Exhibit A annexed hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s certificate of authentication thereof shall be substantially in the form of Exhibit B. B annexed hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law(including notations relating to any Subsidiary Guarantees, stock exchange rule or usage). The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including notations relating to any Subsidiary Guarantees) on themthem any such approval to be evidenced by the execution or authentication thereof. Each Security shall be dated the date of its authentication. The terms issuance and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and be authenticated by the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A or Regulation S shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth in Section 2.14. Exhibit C. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued transferred to Institutional Accredited Investors in exchange for interests in transactions exempt from registration under the U.S. Global Securities pursuant to Section 2.15 Act may be issued registered in the form of one or more permanent certificated Global Securities in registered form, substantially in the form and shall bear the first legend set forth in Section 2.14Exhibit A, deposited with the Trustee, as custodian for the Depository. Securities offered and sold in offshore transactions in reliance on Regulation S shall may be issued initially in the form of one or more permanent global certificated Securities in registered form in substantially in the form set forth in Exhibit A (the “Offshore Global Physical Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall remain be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of an Offshore Global Security until certificated Securities in registered form in substantially the consummation of form set forth in Exhibit A (the Exchange Offer pursuant to the Registration Rights Agreement“U.S. Physical Securities”). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the expressly made a part of this Indenture. The Exchange Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements (including the Security Guarantee) required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including the Security Guarantee) on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, provided with the Guarantees of the Guarantors endorsed thereon and shall bear the legends legend set forth in Section 2.14Exhibit C hereto. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section 2.15 2.16 may be issued in the form of permanent certificated Physical Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”A.

Form and Dating. The Initial Notes Dollar Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto and the Exchange Notes Sterling Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. B hereto, both of which are incorporated in and form a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usageusage to which the Issuer is subject. Without limiting the generality of the foregoing, Securities offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Securities”) shall bear the legend and include the form of assignment set forth in Exhibit C-1, in the case of Dollar Securities, and Exhibit C-2, in the case of Sterling Securities, and Securities offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Securities”) shall bear the legend and include the form of assignment set forth in Exhibit D. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. The Securities offered may be presented for registration of transfer and sold in reliance on Rule 144A shall be issued initially in exchange at the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount offices of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter providedRegistrar. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section 2.15 2.16 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A in the case of Dollar Securities (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Dollar Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain Exhibit B in the form case of an Offshore Global Security until Sterling Securities (the consummation of “Physical Sterling Securities” and, together with the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as Dollar Securities, the “Physical Securities”).” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Issuers and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. At the time of issuance, each Security shall have an executed Guarantee from each of the then existing Guarantors endorsed thereon substantially in the form of Exhibit D. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit ED, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerIssuers, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A 144A, Section 4(2) of the Securities Act or Regulation D shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Issuers and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit EXHIBIT A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. EXHIBIT B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements (including notations relating to the Guarantees) required by law, stock exchange rule or usage. The Issuer and the Trustee Issuers shall approve the form of the Securities and any notation, legend or endorsement (including notations relating to the Guarantees) on them; the Issuers shall furnish any such legends, additions or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication. The terms authentication and provisions contained in shall show the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part date of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyits issuance. Securities initially offered and sold by the Initial Purchasers (i) to Qualified Institutional Buyers in reliance on Rule 144A 144A, (ii) to Accredited Investors or (iii) in offshore transactions in reliance on Regulation S shall, unless the applicable Holder requests Securities in the form of Certificated Securities in registered form ("PHYSICAL SECURITIES") which shall be in substantially the form set forth in EXHIBIT A), each to be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)EXHIBIT A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth on EXHIBIT C. One or more separate Global Securities shall be issued to represent Securities held by (i) Qualified Institutional Buyers (a "QIB GLOBAL SECURITY"), (ii) Accredited Investors (an "ACCREDITED INVESTOR GLOBAL SECURITY") and (iii) Persons acquiring Securities in Section 2.14offshore transactions in reliance on Regulation S (a "REGULATION S GLOBAL SECURITY"). The Issuers shall cause the QIB Global Securities, Accredited Investor Global Securities and Regulation S Global Securities to have separate CUSIP numbers. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and the Exchange other variations as are required or permitted by this Indenture. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company or any Subsidiary Guarantor is subject or usage. The Issuer and the Trustee Company shall approve the form of the Securities Notes and any notation, legend or endorsement on themthe Notes. Each Security Note shall be dated the date of its authentication. The Trustee shall authenticate the Notes, upon a Company Order for the authentication and delivery of such Notes, which order shall set forth the number of separate notes, the principal amount of each such Note to be authenticated, the date on which the original issue of Notes is to be authenticated, the registered holders of each of the said Notes and delivery instructions. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and form of the Guarantees, Notes annexed hereto as Exhibit E, A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the IssuerCompany, the Guarantors, each Subsidiary Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities Global Notes in registered form, form in substantially in the form set forth in Exhibit A A, bearing the Private Placement Legend (the “U.S. Restricted Global SecuritiesNotes”), deposited with the Trustee, as custodian for the Depository, ) and duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Restricted Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities Global Notes in registered form in substantially in the form set forth in Exhibit A (the “Offshore Global SecuritiesNotes”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Notes initially issued to or transferred to affiliates (as defined in Rule 405 of the Securities Act) of the Company pursuant to Section 2.08(g) or Institutional Accredited Investors pursuant to Section 2.08(a) of this Indenture shall only be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A and shall bear the Private Placement Legend (the “Restricted Physical Notes”). Notes issued pursuant to Section 2.07(b) in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may Notes shall be issued in the form of permanent certificated Securities Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical SecuritiesNotes”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities).” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities of each series and the Trustee’s certificate of authentication thereon shall be in substantially the form set forth in Exhibit A hereto, the terms of which are incorporated in and made a part of this Indenture, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depository therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Exhibit A and the Exchange Notes and the Trustee’s certificate Securities of authentication any series is established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be substantially in certified by the form Secretary or an Assistant Secretary of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer the Company and delivered to the Trustee shall approve at or prior to the form delivery of the Securities Company Order contemplated by Section 202 for the authentication and delivery of such Securities. Unless otherwise provided as contemplated by Section 301 with respect to any notationseries of Securities, legend or endorsement on them. Each each Security shall be dated the date of its authentication. The terms and provisions contained in the Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, annexed hereto the Securities shall be issuable only in denominations of $2,000 and integral multiples thereof. The Definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as Exhibits A and Bdetermined by the officers executing such Securities, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, evidenced by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebySecurities. Securities offered and sold issued in reliance on Rule 144A global form shall be issued initially substantially in the form of one or more permanent global Exhibit A attached hereto (including the Global Security Legend thereon and the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Securities issued in registered form, definitive form shall be substantially in the form set forth in of Exhibit A attached hereto (but without the Global Security Legend thereon and without the “U.S. Schedule of Exchanges of Interests in the Global Securities”Security” attached thereto), deposited with . Each Global Security shall represent such of the Trustee, outstanding Securities as custodian for shall be specified therein and each shall provide that it shall represent the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the U.S. Global aggregate principal amount of outstanding Securities represented thereby may from time to time be increased reduced or decreased by adjustments made on the records of the Trusteeincreased, as custodian for appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date amount of any increase or decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of outstanding Securities represented thereby shall be made by the Offshore Global Securities may from time to time be increased or decreased Trustee in accordance with instructions given by adjustments made on the records of the Trustee, Holder thereof as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to required by Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities203 hereof.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the expressly made a part of this Indenture. The Exchange Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Holdings and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Holdings and authenticated by the Trustee as hereinafter provided, provided and shall bear the legends legend set forth in Section 2.14Exhibit C hereto. The aggregate principal amount at maturity of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement endorse- 26 -20- ment on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities initially offered and sold by the Initial Purchasers shall, unless the applicable Holder requests Securities in reliance on Rule 144A the form of certificated Securities in registered form ("Physical Securities"), which shall be in substantially the form set forth in Exhibit A hereto, be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the Trustee, as custodian for the Depository, duly executed and shall bear the legend set forth in Exhibit C hereto. One or more separate Global Securities shall be issued to represent Securities held by (i) Qualified Institutional Buyers (a "QIB Global Security") and (ii) Persons acquiring Securities in offshore transactions in reliance on Regulation S (a "Regulation S Global Security"). The Company shall cause the Issuer QIB Global Securities and authenticated by Regulation S Global Securities to have separate CUSIP numbers. Upon consummation of the Trustee Registration, Series B Securities may be issued in the form of one or more permanent Global Securities in registered form, substantially in the form set forth in Exhibit B hereto, deposited with the Trustee, as hereinafter providedcustodian for the Depository, and shall bear the legends legend set forth in Section 2.14on Exhibit C hereto. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Dollar Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto and the Exchange Notes Sterling Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. B hereto, both of which are incorporated in and form a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usageusage to which the Issuer is subject. Without limiting the generality of the foregoing, Securities offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Securities”) shall bear the legend and include the form of assignment set forth in Exhibit C-1 in the case of Dollar Securities and Exhibit C-2 in the case of Sterling Securities, Securities offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Securities”) shall bear the legend and include the form of assignment set forth in Exhibit D, and Securities offered and sold to Institutional Accredited Investors in transactions exempt from registration under the Securities Act not made in reliance on Rule 144A or Regulation S (“Other Securities”) may be represented by a Restricted Global Security or, if such an investor may not hold an interest in the Restricted Global Security, a Physical Security, in each case, bearing the Private Placement Legend. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. The Securities offered may be presented for registration of transfer and sold in reliance on Rule 144A shall be issued initially in exchange at the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount offices of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter providedRegistrar. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section 2.15 2.16 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount case of the Offshore Global Dollar Securities in an amount equal to the principal amount of the beneficial interest and Exhibit B in the Offshore Global case of Sterling Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities”).” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Issuers and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. At the time of issuance, each Security shall have an executed Guarantee from each of the then existing Guarantors endorsed thereon substantially in the form of Exhibit D. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit ED, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerIssuers, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Issuers and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall Securities will be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold by the Company pursuant to a Purchase Agreement. The Initial Securities will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act ("Rule 144A") and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act ("Regulation S"). Initial Securities may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered formform (collectively, substantially the "Rule 144A Global Security"); and Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more temporary global securities in fully registered form (collectively, the "Temporary Regulation S Global Security"), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A (1 hereto, which shall be deposited on behalf of the “U.S. Global Securities”), deposited purchasers of the Initial Securities represented thereby with the Trustee, as custodian for Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter providedprovided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and shall bear with the legends global securities legend and the applicable restricted securities legend set forth in Exhibit 1 hereto (collectively, the "IAI Global Security") shall also be issued on the Issue Date, deposited with the Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Except as set forth in this Section 2.142.1(a), beneficial ownership interests in the Temporary Regulation S Global Security will not be exchangeable for interests in the Rule 144A Global Security, the IAI Global Security, a permanent global security (the "Permanent Regulation S Global Security", and together with the Temporary Regulation S Global Security, the "Regulation S Global Security") or any other Security prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for interests in a Rule 144A Global Security, an IAI Global Security or the Permanent Regulation S Global Security only upon certification in form reasonably satisfactory to the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act and (ii) in the case of an exchange for an IAI Global Security, certification that the interest in the Temporary Regulation S Global Security is being transferred to an institutional "accredited investor" under the Securities Act that is an institutional accredited investor acquiring the securities for its own account or for the account of an institutional accredited investor. Beneficial interests in Temporary Regulation S Global Securities or IAI Global Securities may be exchanged for interests in Rule 144A Global Securities if (1) such exchange occurs in connection with a transfer of Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Security or the IAI Global Security, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Temporary Regulation S Global Security or the IAI Global Security, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Temporary Regulation S Global Securities and Rule 144A Global Securities may be exchanged for an interest in IAI Global Securities if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Security or Rule 144A Global Security, as applicable, first delivers to the trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Security or Rule 144A Global Security, as applicable, is being transferred (a) to an "accredited investor" within the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Security or an IAI Global Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Security, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). The Rule 144A Global Security, the IAI Global Security, the Temporary Regulation S Global Security and the Permanent Regulation S Global Security are collectively referred to herein as "Global Securities". The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form Trustee and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee nominee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Definitive Securities, the Global Security and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. to this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule rules or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The Securities shall be in denominations of $1,000 and integral multiples thereof. The Securities shall not be issuable in bearer form. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, Securities shall constitute, and are hereby expressly made, a part of this Indenture and, and to the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold to Institutional Accredited Investors will be issued in the form of permanent certificated Securities, in definitive, fully registered form without interest coupons (substantially in the form of Exhibit A attached hereto). Securities offered and sold in an offshore transaction in reliance on Regulation S under the Securities Act shall be issued in the form of permanent certificated Securities in registered form without interest coupons (substantially in the form of Exhibit A attached hereto). Securities offered and sold in reliance on Rule 144A shall will be issued represented initially by a single permanent global note, in definitive, fully registered form without interest coupons (substantially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), attached hereto) and will be deposited with the Trustee, Trustee as custodian for The Depository Trust Company or its successors ("DTC"), Depository of the DepositoryGlobal Security, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, . The Global Security shall represent such of the outstanding Securities as shall be specified therein and shall bear provide that it shall represent the legends set forth in Section 2.14. The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the U.S. Global aggregate amount of outstanding Securities represented thereby may from time to time be increased reduced or decreased increased, as appropriate, by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter providedto reflect exchanges and redemptions. Securities issued in exchange for interests Any endorsement of a Global Security to reflect the amount of any increase or decrease in the U.S. Global amount of outstanding Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S represented thereby shall be issued initially in the form of one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated made by the Trustee as hereinafter providedor the Securities Custodian, and shall bear at the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records direction of the Trustee, in accordance with instructions given by the Holder thereof as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth required in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities2.6.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form annexed hereto as Exhibit A, which is incorporated in and expressly made a part of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on themthe Securities. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and form of the Guarantees, Securities annexed hereto as Exhibit E, A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. To the extent any provision of the Securities offered conflicts with any provision of this Indenture, the terms of this Indenture shall govern and sold control. The definitive Securities shall be printed, lithographed, engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in reliance on Rule 144A any other manner, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities. The Securities shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (deposited with, or on behalf of the “U.S. Global Securities”), deposited Depositary or with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Securities issued in exchange for interests other than as described in the U.S. Global Securities pursuant to Section 2.15 may preceding paragraph shall be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore "Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities").” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's --------------- certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. other variations as are required or permitted by this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on themthe Securities. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and form of the Guarantees, Securities annexed hereto as Exhibit E, A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “"U.S. Global ----------- Securities”"), registered in the name of the nominee of the Depositary, deposited ---------- with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount at maturity of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Securities in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Securities"), registered in the name ------------------------------------ of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after September 10, 1998, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the “"Permanent --------- Offshore Global Securities”)"; and together with the Temporary Offshore Global -------------------------- Securities, the "Offshore Global Securities") duly executed by the Company and -------------------------- authenticated by the Trustee as hereinafter provided, shall be deposited with the Trustee, as custodian for the Depository Depositary or its nominee, duly executed by and the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any and a decrease in the principal amount at maturity of the Temporary Offshore Global Securities in an amount equal to the principal amount at maturity of the beneficial interest in the Temporary Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time not be originally offered or sold to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter providedInstitutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons). Securities issued resold or otherwise transferred to Institutional Accredited Investors as provided in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may 2.08(a) shall be issued in the form of permanent certificated Securities in registered form (in substantially the “Offshore Physical Securities”) and shall bear the first legend form set forth in A (the "U.S. Physical Securities"). ------------------------ Securities issued pursuant to Section 2.14. All 2.07 in exchange for interests in the Offshore Global Securities offered and sold in reliance on Regulation S shall remain be in the form of an permanent certificated Securities in registered form substantially in the form set forth in A (the "Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights AgreementPhysical Securities"). ----------------------------- The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” " The ------------------- U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “"Global Securities.”" ----------------- The definitive Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A annexed hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B annexed hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law(including notations relating to any Subsidiary Guarantees, stock exchange rule or usage). The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including notations relating to any Subsidiary Guarantees) on themthem any such approval to be evidenced by the execution or authentication thereof. Each Security shall be dated the date of its authentication. The terms issuance and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and be authenticated by the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth in Section 2.14. Exhibit C. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global certificated Securities in registered form in substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “"Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14"). All Securities offered and sold in reliance on Regulation S any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall remain be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of an Offshore Global Security until certificated Securities in registered form in substantially the consummation of form set forth in Exhibit A (the Exchange Offer pursuant to the Registration Rights Agreement"U.S. Physical Securities"). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”"

Form and Dating. The Initial Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. A. The Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on themthe Securities. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and form of the Guarantees, Securities annexed hereto as Exhibit E, A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. Each of the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Securities applicable to it and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of (i) one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (collectively, the “U.S. Global SecuritiesSecurity”), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and or (ii) permanent certificated Securities in registered form in substantially the form set forth in Exhibit A (the “Physical Securities”); provided that only Restricted Securities shall bear the legends set forth in Section 2.14Restrictive Legend. The aggregate principal amount of the U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. The definitive Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be issued produced in any other manner permitted by the form rules of permanent certificated any securities exchange on which the Securities in registered form and shall bear may be listed, all as determined by the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Officers executing such Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed evidenced by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date their execution of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical such Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. Provisions relating to the Initial Securities and the Exchange Securities are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Notes Dollar Securities and the Trustee’s 's certificate of authentication and (ii) any Additional Dollar Securities (if issued as Transfer Restricted Dollar Securities) and the Trustee's certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The (i) Initial Euro Securities and the Trustee’s 's certificate of authentication and (ii) any Additional Euro Securities (if issued as Transfer Restricted Securities) and the Trustee's certificate of authentication shall each be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Exchange Dollar Securities and the Trustee's certificate of authentication and (ii) any Additional Dollar Securities issued other than as Transfer Restricted Securities and the Trustee's certificate of authentication shall each be substantially in the form of Exhibit C hereto, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Exchange Euro Securities and the Trustee's certificate of authentication and (ii) any Additional Euro Securities issued other than as Transfer Restricted Securities and the Trustee's certificate of authentication shall each be substantially in the form of Exhibit D hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company or usage. The Issuer and the Trustee shall approve the form of the Securities and any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained is in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, form acceptable to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”the

Form and Dating. The Initial Notes Securities offered and sold to QIBs in reliance on Rule 144A under the Trustee’s certificate of authentication Securities Act (“Rule 144A”) shall be substantially issued initially in the form of one or more permanent Global Securities in definitive, fully registered form (“Rule 144A Global Securities”), and Securities offered and sold in reliance on Regulation S under the Securities Act (“Regulation S”) shall be issued initially in the form of one or more temporary Global Securities in fully registered form (“Temporary Regulation S Global Securities”), in each case, without interest coupons and with the Global Securities legend set forth in Exhibit A and the Exchange Notes Restricted Securities legend set forth in Section 2.3(d) hereof (each security, unless and the Trustee’s certificate of authentication until becoming an Unrestricted Security, a “Restricted Global Security”), which shall be substantially in deposited on behalf of the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form holders of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and represented thereby with the Trustee, as Securities Custodian and registered in the name of Cede & Co., as nominee of the Depositary, duly executed by their execution the Company and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyauthenticated by the Trustee as hereinafter provided. Additional Securities offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Rule 144A Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Additional Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Temporary Regulation S Global Securities or Permanent Regulation S Global Securities, in registered form substantially in each case, without interest coupons and with the form Global Securities legend set forth in Exhibit A (and the “Offshore Global Securities”)Transfer Restricted Securities legend set forth in Section 2.3(d) hereof, which shall be deposited on behalf of the holders of the Securities represented thereby with the TrusteeSecurities Custodian, as custodian for and registered in the Depository name of the Depositary or its nomineea nominee of the Depositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A and the Exchange A. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Issuer and the Trustee Company shall approve the form of the Securities Notes and any notation, legend or endorsement on themthe Notes. Each Security Note shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and form of the Guarantees, Notes annexed hereto as Exhibit E, A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities Notes in EXHIBIT 4.17 registered form, substantially in the form set forth in Exhibit A (the “"U.S. Global Securities”Notes"), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities Notes in registered form substantially in the form set forth in Exhibit A (the “"Offshore Global Securities”), Notes") deposited with the Trustee, as custodian for the Depository or its nomineeDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Notes offered and sold in reliance on Regulation D under the Securities Act shall be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the "U.S. Physical Notes"). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may Notes shall be issued in the form of permanent certificated Securities Notes in registered form (substantially in the “Offshore Physical Securities”) and shall bear the first legend form set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in Exhibit A (the form of an "Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights AgreementPhysical Notes"). The Offshore Physical Securities Notes and the U.S. Physical Securities Notes are sometimes collectively herein referred to as the “"Physical Securities.” Notes". The U.S. Global Securities Note and the Offshore Global Securities Note are sometimes referred to herein as the “"Global SecuritiesNotes". The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.”

Form and Dating. Provisions relating to the Initial Securities and the Exchange Securities are set forth in Appendix A attached hereto (the "Appendix") which is hereby incorporated in, and expressly made part of, this Indenture. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A 1a (in respect of the Initial Fixed Rate Securities) and Exhibit 2a (in respect of the Initial Floating Rate Securities) to this Indenture, which are hereby incorporated in and expressly made a part of this Indenture; provided, that Definitive Securities issued on the Closing Date or prior to the Rule 144A Availability Date (as defined in Appendix A) shall not bear the Global Securities Legend (as defined in Appendix A). The Exchange Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit B. 1b (in respect of the Exchange Fixed Rate Securities) and Exhibit 2b (in respect of the Exchange Floating Rate Securities) to this Indenture which are hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company is subject, if any, or usage. The Issuer and the Trustee shall approve the form of the Securities and usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The terms and provisions contained of the Securities set forth in the Securities, annexed hereto as Appendix and Exhibits A 1a and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and 1b are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery terms of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's --------------- certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. A. The Securities may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on themthe Securities. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and form of the Guarantees, Securities annexed hereto as Exhibit E, A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. Each of the extent applicableCompany, the Issuer, the Guarantors, Guarantor and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Securities applicable to it and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “"U.S. Global Securities”------------ Security"), deposited with the Trustee, as custodian for the DepositoryDepositary, -------- duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount at maturity of the a U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more single permanent global Securities in registered form substantially in the form set forth in Exhibit A (the “"Offshore Global Securities”), Security") deposited with the Trustee, as ------------------------ custodian for the Depository or its nomineeDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount at maturity of the an Offshore Global Securities Security may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter herein provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant which are offered and sold to Section 2.15 may Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Securities in registered form (in substantially the “Offshore Physical Securities”) and shall bear the first legend form set forth in Exhibit A (the "U.S. Physical -------------- Securities"). Securities issued pursuant to Section 2.14. All Securities offered and sold 2.07 in reliance on Regulation S exchange for ---------- interests in a U.S. Global Security or an Offshore Global Security shall remain be in the form of an U.S. Physical Securities or in the form of permanent certificated Securities in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights AgreementPhysical Securities"), respectively. ---------------------------- The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” The ". ------------------- U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “"Global Securities". ----------------- The definitive Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and BExhibit A, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication Preferred Securities shall be substantially in the form of Exhibit Exhibits A and the Exchange Notes and the Trustee’s certificate of authentication Common Securities shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee Property Trustee's certificate of authentication shall approve be substantially in the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. set forth in Exhibit A. The terms and provisions contained of the Securities set forth in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and B are hereby expressly made, a part of the terms of this Indenture and, Trust Agreement and to the extent applicable, the IssuerProperty Trustee, the Guarantors, Authenticating Agent and the TrusteeSponsor, by their execution and delivery of this IndentureTrust Agreement, expressly agree to such terms and provisions and to be bound thereby. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by their execution thereof. The Certificates may have letters, CUSIP or other numbers, notations or other marks of identification or designation and such legends or endorsements as the Administrative Trustees may deem appropriate, or as may be required by law, stock exchange rule, agreements to which the Trust is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Trust). Each Security shall be dated the date of its authentication. Upon the execution and delivery of this Trust Agreement, the Preferred Securities offered and sold in reliance on Rule 144A shall be issued initially as a component of a Unit, in fully registered form without Distribution coupons (the form of one or more permanent global Securities in registered form"Global Unit Certificate"), substantially in the form forms set forth in Exhibit A of the Unit Agreement. The Preferred Securities also initially shall be issued in the forms of one or more global Certificates in fully registered form without Distribution coupons and with the appropriate global legends (the “U.S. each, a "Global Securities”Preferred Security"), substantially in the forms of Exhibit A. The Global Preferred Securities shall be registered in the name of the Clearing Agency or a nominee of the Clearing Agency, duly executed by the Trust and authenticated by the Property Trustee, and deposited on behalf of the purchasers of the Preferred Securities represented thereby with the TrusteePaying Agent, at the Corporate Trust Office, as custodian for the DepositoryClearing Agency. The Global Preferred Securities shall represent such of the outstanding Preferred Securities as shall be specified in the "Schedule of Increases or Decreases in Global Preferred Security" attached thereto (or on the books and records of the Property Trustee and the Clearing Agency or its nominee). The Global Preferred Securities shall initially represent no Preferred Securities. Thereafter, duly executed the number of Preferred Securities represented by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Preferred Securities may from time to time be increased or decreased by adjustments made on the "Schedule of Increases or Decreases in Global Preferred Security" attached thereto (or books and records of the Trustee, as custodian for Property Trustee and the Depository, Clearing Agency or its nominee) as hereinafter provided. Securities issued Except as provided in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form Sections 6.22(e) and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”6.22(f), deposited with the TrusteePreferred Security Beneficial Owners shall not be entitled to receive physical delivery of definitive, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global fully registered Preferred Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form Certificates (the “Offshore Physical "Definitive Preferred Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities").” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication Preferred Securities shall be substantially in the form of Exhibit A A, and the Exchange Notes and the Trustee’s certificate of authentication Common Securities shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee Property Trustee's certificate of authentication shall approve be substantially in the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. set forth in Exhibit A. The terms and provisions contained of the Securities set forth in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and B are hereby expressly made, a part of the terms of this Indenture and, Trust Agreement and to the extent applicable, the Issuer, the Guarantors, Property Trustee and the TrusteeDepositor, by their execution and delivery of this IndentureTrust Agreement, expressly agree to such terms and provisions and to be bound thereby. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by their execution thereof. The Certificates shall have CUSIP numbers and may have such other letters or other numbers, notations or other marks of identification or designation and such legends or endorsements as the Administrative Trustees may deem appropriate, or as may be required by law, stock exchange rule, agreements to which the Trust is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Trust). Each Security shall be dated the date of its authentication. Upon the execution and delivery of this Trust Agreement, the Preferred Securities offered and sold in reliance on Rule 144A shall be issued initially as a component of a Unit, in fully registered form, without coupons (the "GLOBAL UNIT CERTIFICATE"), substantially in the form forms set forth in Exhibit A of the Unit Agreement. The Global Unit Certificate shall initially contain all of the Preferred Securities issued on the Closing Date, except to the extent that a Holder of a Global Unit Certificate separates the components of its Units between the first Closing Date and the date of any subsequent Closing Date if the Initial Purchaser exercises its option to purchase additional Units pursuant to the Underwriting Agreement. Upon separation of the components of a Unit, the Preferred Securities shall initially be issued in the forms of one or more permanent global Securities Certificates in fully registered form, without coupons, and with the appropriate global legends (each, a "GLOBAL PREFERRED SECURITY"), substantially in the form set forth of those contained in Exhibit A (A. The Global Preferred Securities shall be registered in the “U.S. Global Securities”)name of the Clearing Agency or a nominee of the Clearing Agency, duly executed by the Trust and authenticated by the Property Trustee, and deposited on behalf of the purchasers of the Preferred Securities represented thereby with the Property Trustee, at the Corporate Trust Office, as custodian for the DepositoryClearing Agency. The Global Preferred Securities shall represent such of the outstanding Preferred Securities as shall be specified in the "Schedule of Increases or Decreases in Global Preferred Security" attached thereto (or on the books and records of the Property Trustee and the Clearing Agency or its nominee). The Global Preferred Securities shall initially represent no Preferred Securities. Thereafter, duly executed the number of Preferred Securities represented by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Preferred Securities may from time to time be increased or decreased by adjustments made on the "Schedule of Increases or Decreases in Global Preferred Security" attached thereto (or books and records of the Trustee, as custodian for Property Trustee and the Depository, Clearing Agency or its nominee) as hereinafter provided. Securities issued Except as provided in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form Sections 7.20(g) and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”7.20(h), deposited with the TrusteePreferred Security Beneficial Owners shall not be entitled to receive physical delivery of definitive, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global fully registered Preferred Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form Certificates (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities"DEFINITIVE PREFERRED SECURITY CERTIFICATES").” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s related certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Issuers and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, the Parent Guarantee and the GuaranteesSubsidiary Guarantees (including those executed pursuant to Section 4.15 or 4.21 subsequent to the Issue Date), if any, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerIssuers, the Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), registered in the name of the nominee of Depository, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Issuers and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 or 2.16 may be issued in the form of permanent certificated Physical Securities in registered form (“U.S. Physical Securities”) and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent temporary global Securities in registered form form, substantially in the form set forth in Exhibit A (the “Temporary Offshore Global Securities”), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depository or its nomineeDepository, duly executed by the Issuer Issuers and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The At any time on or after the 41st day after the Issue Date, upon receipt by the Trustee, Registrar and the Issuers of a certificate substantially in the form of Exhibit D-l hereto, the owner of a beneficial interest in a Temporary Offshore Global Security may exchange such interest for an equivalent interest in one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the “Permanent Offshore Global Securities”; and together with the Temporary Offshore Global Securities, the “Offshore Global Securities”), duly executed by the Issuers and authenticated by the Trustee which shall be deposited with the Trustee, as custodian for the Depository or its nominee, and the Registrar shall reflect on its books and records the date of any and a decrease in the principal amount of the Temporary Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Securities transferredexchanged for Permanent Offshore Global Securities. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Permanent Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Physical Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14). All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes definitive Securities shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities or notations of Subsidiary Guarantees, as the case may be, as evidenced by their execution of such Securities or notations of Subsidiary Guarantees, as the case may be. Except as indicated in the next succeeding paragraph, Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication authentication) shall be substantially issued initially in the form of one or more permanent global securities in registered form in substantially the form set forth in Exhibits A, A-1 and A-2 (each being herein called a "Global Security") deposited with the Trustee, as custodian for The Depository Trust Company ("DTC"), duly executed by the Company and authenticated by the Trustee as hereinafter provided, and each shall bear the legend set forth on Exhibit A and A. Subject to the Exchange Notes limitation set forth in Section 2.02, the principal amounts of the Global Securities may be increased or decreased from time to time by adjustments made on the records of the Trustee, as custodian for DTC, as hereinafter provided. Dailxx Xxxernational Inc.: Indenture -19- Execution Copy 26 Securities (including the notations thereon relating to the Subsidiary Guarantees and the Trustee’s 's certificate of authentication authentication) originally issued and sold in reliance on any exemption from registration under the Securities Act other than Rule 144A shall be substantially issued, and Securities originally offered and sold in reliance on Rule 144A may be issued, in the form of Exhibit B. permanent certificated securities in registered form in substantially the form set forth in Exhibits A and A-1 ("Physical Securities"). The Securities may also have such insertions, omissions, substitutions and variations as may be permitted by or consistent with this Indenture. The provisions of Exhibits A, A-1 and A-2 are part of this Indenture. The Securities may have notations, legends or and endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on them, subject to the applicable requirements, if any, of Section 2.06. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, Securities and the Guarantees, annexed hereto as Exhibit E, Subsidiary Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerCompany, the Guarantors, Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Series A Securities offered and sold in reliance on Rule 144A the Series B Securities shall be issued initially in the form considered collectively to be a single class for all purposes of one or more permanent global Securities in registered formthis Indenture, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)including, deposited with the Trusteewithout limitation, as custodian for the Depositorywaivers, duly executed by the Issuer amendments, redemptions and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14offers to purchase. The aggregate principal amount of the U.S. Global Securities may from time to time shall be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities issuable only in registered form without coupons and shall bear the first legend set forth only in Section 2.14. Securities offered denominations of $1,000 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securitiesintegral multiple thereof.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit EXHIBIT A hereto, which is hereby incorporated in and the expressly made a part of this Indenture. The Exchange Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. EXHIBIT B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements (including the Security Guarantee) required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including the Security Guarantee) on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold to Institutional Accredited Investors shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit EXHIBIT A (the “U.S. Global Securities”)hereto, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, provided with the Guaranties of the Guarantors endorsed thereon and shall bear the legends legend set forth in Section 2.14EXHIBIT C hereto. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities of each series and the Trustee’s certificate of authentication thereon shall be in substantially the form set forth in Exhibit A hereto, the terms of which are incorporated in and made a part of this Indenture, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depository therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Exhibit A and the Exchange Notes and the Trustee’s certificate Securities of authentication any series is established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be substantially in certified by the form Secretary or an Assistant Secretary of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer the Company and delivered to the Trustee shall approve at or prior to the form delivery of the Securities Company Order contemplated by Section 202 for the authentication and delivery of such Securities. Unless otherwise provided as contemplated by Section 301 with respect to any notationseries of Securities, legend or endorsement on them. Each each Security shall be dated the date of its authentication. The terms and provisions contained in the Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, annexed hereto the Securities shall be issuable only in denominations of $1,000 and integral multiples thereof. The Definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as Exhibits A and Bdetermined by the officers executing such Securities, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, evidenced by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebySecurities. Securities offered and sold issued in reliance on Rule 144A global form shall be issued initially substantially in the form of one or more permanent global Exhibit A attached hereto (including the Global Security Legend thereon and the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Securities issued in registered form, definitive form shall be substantially in the form set forth in of Exhibit A attached hereto (but without the Global Security Legend thereon and without the “U.S. Schedule of Exchanges of Interests in the Global Securities”Security” attached thereto), deposited with . Each Global Security shall represent such of the Trustee, outstanding Securities as custodian for shall be specified therein and each shall provide that it shall represent the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the U.S. Global aggregate principal amount of outstanding Securities represented thereby may from time to time be increased reduced or decreased by adjustments made on the records of the Trusteeincreased, as custodian for appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date amount of any increase or decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of outstanding Securities represented thereby shall be made by the Offshore Global Securities may from time to time be increased or decreased Trustee in accordance with instructions given by adjustments made on the records of the Trustee, Holder thereof as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to required by Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities203 hereof.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities initially offered and sold by the Initial Purchasers shall, unless the applicable Holder requests Securities in reliance on Rule 144A the form of certificated Securities in registered form ("Physical Securities"), which shall be in substantially the form set forth in Exhibit A hereto, be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the Trustee, as custodian for the Depository, duly executed and shall bear the legend set forth in Exhibit C hereto. One or more separate Global Securities shall be issued to represent Securities held by (i) Qualified Institutional Buyers (a "QIB Global Security") and (ii) Persons acquiring Securities in offshore transactions in reliance on Regulation S (a "Regulation S Global Security"). The Company shall cause the QIB Global Securities and Regulation S Global Securities to have separate CUSIP numbers. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel shall be applicable to interests in the Regulation S Global Security that are held by the Issuer and authenticated by Participants through Euroclear or Cedel. Upon consummation of the Trustee Registration, Series B Securities may be issued in the form of one or more permanent Global Securities in registered form, substantially in the form set forth in Exhibit B hereto, deposited with the Trustee, as hereinafter providedcustodian for the Depository, and shall bear the legends legend set forth in Section 2.14on Exhibit C hereto. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit EXHIBIT A annexed hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. EXHIBIT B annexed hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by lawendorse- ments (including notations relating to the Guarantee, stock exchange rule or usage). The Issuer Company and the Trustee shall approve the form of the Securities Secu- rities and any notation, legend or endorsement (including notations relat- ing to the Guarantee) on them. Each Security shall be dated the date of its authentication. The terms issuance and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and be authenticated by the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)EXHIBIT A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth in Section 2.14. on EXHIBIT C. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global certificated Securities in registered form in substantially in the form set forth in Exhibit EXHIBIT A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “"Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14"). All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”reliance

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A and the Exchange Notes hereto. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authenticationauthentication and shall show the date of its issuance. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit H hereto. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerCompany, the Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in their initial distribution to Qualified Institutional Buyers in reliance on Rule 144A or in offshore transactions in reliance on Regulation S shall be initially issued in the form of Global Securities in fully registered form without interest coupons, substantially in the form of Exhibit A, with such applicable legends as are provided for in Exhibit A and Exhibit C. Securities offered and sold in their initial distribution to Qualified Institutional Buyers in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Securities in (collectively, and together with their successor securities, the "Restricted Global Security") which shall be registered form, substantially in the form set forth in Exhibit A (name of the “U.S. Global Securities”), Depository or its nominee and deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear for credit by the legends set forth in Section 2.14Depository to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). The aggregate principal amount of the U.S. Restricted Global Securities Security may be increased or decreased from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests connection with a corresponding decrease or increase in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositorySecurity, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth provided in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities2.06.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A annexed hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B annexed hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law(including notations relating to any Guarantees, stock exchange rule or usage). The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including notations relating to any Guarantees) on them. Each Security shall be dated the date of its authentication. The terms issuance and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and be authenticated by the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth in Section 2.14. on Exhibit C. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global certificated Securities in registered form in substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “"Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14"). All Securities offered and sold in reliance on Regulation S any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall remain be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of an Offshore Global Security until certificated Securities in registered form in substantially the consummation of form set forth in Exhibit A (the Exchange Offer pursuant to the Registration Rights Agreement"U.S. Physical Securities"). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”"

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the expressly made a part of this Indenture. The Exchange Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Holdings and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Holdings and authenticated by the Trustee as hereinafter provided, provided and shall bear the legends legend set forth in Section 2.14Exhibit C hereto. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s related certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, Subsidiary Guarantees annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), registered in the name of the nominee of Depository, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 or 2.16 may be issued in the form of permanent certificated Physical Securities in registered form (“U.S. Physical Securities”) and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent temporary global Securities in registered form form, substantially in the form set forth in Exhibit A (the “Temporary Offshore Global Securities”), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depository or its nomineeDepository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The At any time on or after the 41st day after the Issue Date, upon receipt by the Trustee, Registrar and the Issuer of a certificate substantially in the form of Exhibit D-1 hereto, the owner of a beneficial interest in a Temporary Offshore Global Security may exchange such interest for an equivalent interest in one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the “Permanent Offshore Global Securities”; and together with the Temporary Offshore Global Securities, the “Offshore Global Securities”), duly executed by the Issuer and authenticated by the Trustee which shall be deposited with the Trustee, as custodian for the Depository or its nominee, and the Registrar shall reflect on its books and records the date of any and a decrease in the principal amount of the Temporary Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Securities transferredexchanged for Permanent Offshore Global Securities. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Permanent Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Physical Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, which is incorporated in and the Exchange Notes and the Trustee’s certificate form a part of authentication shall be substantially in the form of Exhibit B. this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usageusage to which the Issuer is subject. Without limiting the generality of the foregoing, Securities offered and sold to Qualified Institutional Buyers in reliance on Rule 144A (“Rule 144A Securities”) shall bear the legend and include the form of assignment set forth in Exhibit B, Securities offered and sold in offshore transactions in reliance on Regulation S (“Regulation S Securities”) shall bear the legend and include the form of assignment set forth in Exhibit C, and Securities offered and sold to Institutional Accredited Investors in transactions exempt from registration under the Securities Act not made in reliance on Rule 144A or Regulation S (“Other Securities”) may be represented by a Restricted Global Security or, if such an investor may not hold an interest in the Restricted Global Security, a Physical Security, in each case, bearing the Private Placement Legend. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and agree to be bound thereby. The Securities offered may be presented for registration of transfer and sold in reliance on Rule 144A shall be issued initially in exchange at the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount offices of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter providedRegistrar. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section 2.15 2.16 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Physical Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit EXHIBIT A annexed hereto, which is hereby incorporated in and the Exchange Notes 42 expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. EXHIBIT B annexed hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law(including notations relating to any Guarantees, stock exchange rule or usage). The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including notations relating to any Guarantees) on them. Each Security shall be dated the date of its authentication. The terms issuance and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and be authenticated by the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)EXHIBIT A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth in Section 2.14. on EXHIBIT C. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global certificated Securities in registered form in substantially in the form set forth in Exhibit EXHIBIT A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “"Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14"). All Securities offered and sold in reliance on Regulation S any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall remain be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of an Offshore Global Security until certificated Securities in registered form in substantially the consummation of form set forth in EXHIBIT A (the Exchange Offer pursuant to the Registration Rights Agreement"U.S. Physical Securities"). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”"

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication authentication, in respect thereof, shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate hereto which Exhibit is part of authentication shall be substantially in the form of Exhibit B. this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Any such notations, legends or endorsements not contained in the form of Security attached as Exhibit A hereto shall be delivered in writing to the Trustee. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, form of Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. In certain cases described elsewhere herein, the legends set forth in the first three paragraphs of Exhibit A may be omitted from Securities issued hereunder. Securities offered and sold in their initial distribution in reliance on Rule 144A Regulation S shall be initially issued initially in the form of one or more permanent global temporary Global Securities in fully registered formform without interest coupons, substantially in the form of Security set forth in Exhibit A (A, with such applicable legends as are provided for therein. Such temporary Global Securities shall be registered in the “U.S. Global Securities”), name of the Depository or its nominee and deposited with the Trustee, at its corporate trust office, as custodian Securities Custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”authenticated

Form and Dating. The Initial Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit EXHIBIT A and the Exchange Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit EXHIBIT B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits EXHIBIT A and EXHIBIT B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit EXHIBIT A (the “"U.S. Global Securities”GLOBAL SECURITIES"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount at maturity of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Securities in registered form substantially in the form set forth in EXHIBIT A (the "TEMPORARY OFFSHORE GLOBAL SECURITIES"), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Section 2.14. At any time on or after the 41st day after the Issue Date, upon receipt by the Trustee, Registrar and the Issuer of a certificate substantially in the form of EXHIBIT D hereto, one or more permanent global Securities in registered form substantially in the form set forth in Exhibit EXHIBIT A (the “"PERMANENT OFFSHORE GLOBAL SECURITIES"; and together with the Temporary Offshore Global Securities”, the "OFFSHORE -38- GLOBAL SECURITIES"), duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by and the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any and a decrease in the principal amount at maturity of the Temporary Offshore Global Securities in an amount equal to the principal amount at maturity of the beneficial interest in the Temporary Offshore Global Securities transferred. The aggregate principal amount at maturity of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”"OFFSHORE PHYSICAL SECURITIES") and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities"PHYSICAL SECURITIES.” " The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities"GLOBAL SECURITIES.”"

Form and Dating. The Initial Notes Fixed Rate Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A A-1 hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Initial Floating Rate Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. A-2 hereto, which is hereby incorporated in and expressly made part of this Indenture. The Exchange Fixed Rate Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B-1 hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Exchange Floating Rate Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B-2 hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee Issuers shall approve the form forms of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in Global Securities shall bear the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form legend set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14C hereto. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. hereto. The Securities may have --------- notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and show the date of its authentication. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. --------- The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, Securities and the Guarantees, annexed hereto as Exhibit E, Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerCompany, the Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A 144 and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly --------- executed by the Issuer Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided, provided and shall bear the legends set forth in Section 2.14. Exhibit B. The aggregate --------- principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section 2.15 2.16 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore "Physical Securities”) and shall bear the first legend set forth in Section 2.14"). All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”--------- -------------------

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto and the Exchange Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.142.14 (the "Rule 144A Global Security"). Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Securities in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Exhibit C (the "Regulation S Global Security"). The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for Through and including the 40th day after the Issue Date (the "Restricted Period"), beneficial interests in the U.S. Regulation S Global Securities pursuant to Section 2.15 Security may be issued held only through Euroclear and Cedel (as indirect participants in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”The Depository Trust Company), deposited unless transferred to a Person that takes delivery through a Rule 144A Global Security in accordance with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided2.16. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 2.16 may be issued in the form of permanent certificated Securities in registered form (the “Offshore "Physical Securities”") and shall bear the first legend set forth in Section 2.14Private Placement Legend. All Notwithstanding the foregoing, all Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore a Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall Securities will be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold by the Company pursuant to a Purchase Agreement. The Initial Securities will be resold initially only to (i) QIBs in reliance on Rule 144A under the Securities Act (“Rule 144A”) and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S under the Securities Act (“Regulation S”). Initial Securities may thereafter be transferred to, among others, QIBs, IAIs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered formform (collectively, substantially the “Rule 144A Global Security”) and Initial Securities initially resold pursuant to Regulation S shall be issued initially in the form of one or more global securities in fully registered form (collectively, the “Regulation S Global Security”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A (1 hereto, which shall be deposited on behalf of the “U.S. Global Securities”), deposited purchasers of the Initial Securities represented thereby with the Trustee, as custodian for Securities Custodian and registered in the name of the Depository or a nominee of the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter providedprovided in the Indenture. One or more global securities in fully registered form (collectively, the “IAI Global Security”) without interest coupons and shall bear with the legends global securities legend and the applicable restricted securities legend set forth in Section 2.14Exhibit 1 hereto shall also be issued and deposited with the Securities Custodian and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Initial Securities to IAIs subsequent to the initial distribution. Beneficial interests in Regulation S Global Securities or IAI Global Securities may be exchanged for interests in Rule 144A Global Securities if (1) such exchange occurs in connection with a transfer of Securities in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Regulation S Global Security (if such transfer is during the Distribution Compliance Period) or the IAI Global Security, as applicable, first delivers to the Trustee a written certificate (in a form satisfactory to the Trustee) to the effect that the beneficial interest in the Regulation S Global Security or the IAI Global Security, as applicable, is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in Regulation S Global Securities and Rule 144A Global Securities may be exchanged for an interest in IAI Global Securities if (1) such exchange occurs in connection with a transfer of the securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Global Security or Rule 144A Global Security, as applicable, first delivers to the Trustee a written certificate (substantially in the form of Exhibit 2) to the effect that (A) the Regulation S Global Security or Rule 144A Global Security, as applicable, is being transferred (a) to an “accredited investor” within the meaning of 501(a)(1),(2),(3) and (7) under the Securities Act that is an institutional investor acquiring the securities for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of the securities of $250,000, for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act and (B) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. Beneficial interests in a Rule 144A Global Security or an IAI Global Security may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Security, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable). The Rule 144A Global Security, the IAI Global Security and the Regulation S Global Security are collectively referred to herein as “Global Securities”. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form Trustee and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee nominee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerCompany, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall initially bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Upon the authentication of an Unrestricted Global Security pursuant to Section 2.16(i), interests in the U.S. Global Securities shall be deemed to have been transferred to interests in the Unrestricted Global Securities, unless otherwise instructed by the Company. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depository or its nomineeDepository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, provided and shall initially bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Upon the authentication of an Unrestricted Global Security pursuant to Section 2.16(i), interests in the Offshore Global Securities shall be deemed to have been transferred to interests in the Unrestricted Global Securities, unless otherwise instructed by the Company. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first and second legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer Offer, if any, pursuant to certain circumstances set forth under the Registration Rights AgreementAgreement or until the issuance of the Unrestricted Global Securities. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities, the Unrestricted Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s certificate of authentication, and the notation on the Securities relating to the Guarantee and the certificate of authentication relating to the Guarantee, shall be substantially in the form forms of Exhibit Exhibits A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. A-1, respectively. The Securities may also have notationssuch insertions, legends omissions, substitutions and variations as are required or endorsements required as may be permitted by lawor consistent with this Indenture and, stock exchange rule or usagein this regard, Securities issued pursuant to a Registered Exchange Offer in accordance with Section 2.06(c) and Section 2.06(i)(iii) may be referred to as Senior Exchange Securities on the face and reverse of the certificate and bear a CUSIP number different from that applicable to Securities bearing a Restricted Securities Legend. The Issuer provisions of Exhibits A and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, Securities and the Guarantees, annexed hereto as Exhibit E, Guarantee shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, Company and the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall under the Securities Act will initially be issued initially only in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain any other exemption from registration under the Securities Act will be issued only in the form of an Offshore Definitive Securities. Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the text referred to in footnotes 1 and 2 thereto and the additional schedule referred to in footnote 3 thereto). Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without including the text referred to in footnotes 1 and 2 thereto and the additional schedule referred to in footnote 3 thereto). Each Global Security until the consummation shall represent such of the Exchange Offer pursuant outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Subject to the Registration Rights Agreement. The Offshore Physical provisions of Section 2.06, any Person having a beneficial interest in a Global Security may exchange such beneficial interest, upon request to the Trustee, for fully certificated Definitive Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securitiesin registered form.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A and Series B Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A Exhibits A-1 and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. A-2, respectively. The Securities may have notations, legends or endorsements required by law, stock exchange ex change rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A A-1 (the “U.S. "Global Securities”"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth in Section 2.14. on Exhibit B. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased in creased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global certificated Securities in registered form substantially in the form set forth in Exhibit A A-1 (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “"Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14"). All Securities offered and sold in reliance on Regulation S any other exemption from registration under the Securities Act other than as de scribed in the preceding paragraph shall remain be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of an Offshore Global Security until certificated Securities in registered form in substantially the consummation of form set forth in Exhibit A-1 (the Exchange Offer pursuant to the Registration Rights Agreement"U.S. Physical Securities"). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”"

Form and Dating. The Initial Notes Securities and the Exchange Securities, and the notation relating to the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A Exhibits A-1 and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. A-2, respectively. The Securities may have notations, legends or endorsements required by law, stock exchange rule, depository rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A A-1 and B, and the Guarantees, annexed hereto as Exhibit EA-2, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall or in reliance on any other exemption from registration under the Securities Act may be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A A-1 (the “U.S. "Global Securities”"), deposited with with, or on behalf of, the TrusteeDepositary and registered in the name of Cede & Co. or such other nominee, as custodian for nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter providedDepositary, and shall bear the legends legend set forth in Section 2.14on Exhibit B-1. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the TrusteeDepositary and the Registrar, as the custodian for the Depository, as hereinafter providedDepositary. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section 2.15 and Securities offered and sold in reliance on any exemption from registration under the Securities Act may be issued in the form of permanent certificated Securities securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A A-1 (the “Offshore Global "Certificated Securities”"), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form respective forms set forth in EXHIBIT A, which is incorporated in and forms a part of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit EXHIBIT A (the “U.S. "Global Securities”Security"), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, provided and shall bear bearing the legends set forth in Section 2.14EXHIBITS B-1 and B-2. The aggregate principal amount of the U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary, as hereinafter provided; provided, that in no event shall the aggregate principal amount of the Global Security or Securities exceed $49,000,000 (assuming the maximum aggregate principal amount of Additional Securities are issued pursuant to the Initial Purchaser's Option and the Company's Option). Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section SECTION 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit EXHIBIT A (the “Offshore Global "Physical Securities”)") and, deposited with the Trusteeif applicable, as custodian for the Depository or its nominee, duly executed bearing any legends required by the Issuer and authenticated by the Trustee as hereinafter provided, and SECTION 2.17. In no other event shall physical securities be issued. The Securities shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical SecuritiesEXHIBIT B-3.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit EXHIBIT A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. EXHIBIT B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee Issuers shall approve the form of the Securities and any notation, legend or endorsement on them; the Issuers shall furnish any such legends, notations or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication. The terms authentication and provisions contained in shall show the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part date of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebyits issuance. Securities initially offered and sold by the Initial Purchasers (i) to Qualified Institutional Buyers in reliance on Rule 144A 144A, (ii) to Accredited Investors or (iii) in offshore transactions in reliance on Regulation S shall, unless the applicable Holder requests Securities in the form of Certificated Securities in registered form ("PHYSICAL SECURITIES") (which shall be in substantially the form set forth in EXHIBIT A), each to be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)EXHIBIT A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth on EXHIBIT C. One or more separate Global Securities shall be issued to represent Securities held by (i) Qualified Institutional Buyers (a "QIB GLOBAL SECURITY"), (ii) Accredited Investors (an "ACCREDITED INVESTOR GLOBAL SECURITY") and (iii) Persons acquiring Securities in Section 2.14offshore transactions in reliance on Regulation S (a "REGULATION S GLOBAL SECURITY"). The Issuers shall cause the QIB Global Securities, Accredited Investor Global Securities and Regulation S Global Securities to have separate CUSIP numbers. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities of each series and the Trustee’s certificate of authentication thereon shall be in substantially the form set forth in Exhibit A hereto, the terms of which are incorporated in and made a part of this Indenture, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depository therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Exhibit A and the Exchange Notes and the Trustee’s certificate Securities of authentication any series is established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be substantially in certified by the form Secretary or an Assistant Secretary of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer the Company and delivered to the Trustee shall approve at or prior to the form delivery of the Securities Company Order contemplated by Section 202 for the authentication and delivery of such Securities. Unless otherwise provided as contemplated by Section 301 with respect to any notationseries of Securities, legend or endorsement on them. Each each Security shall be dated the date of its authentication. The terms and provisions contained in the Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, annexed hereto the Securities shall be issuable only in denominations of $2,000 and integral multiples thereof. The Definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as Exhibits A and Bdetermined by the officers executing such Securities, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, evidenced by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound therebySecurities. Securities offered and sold issued in reliance on Rule 144A global, book-entry form shall be issued initially substantially in the form of one or more permanent global Exhibit A attached hereto (including the Global Security Legend thereon and the “Schedule of Exchanges of Interests in the Global Security” attached thereto). Securities issued in registered form, definitive form shall be substantially in the form set forth in of Exhibit A attached hereto (but without the Global Security Legend thereon and without the “U.S. Schedule of Exchanges of Interests in the Global Securities”Security” attached thereto), deposited with . Each Global Security shall represent such of the Trustee, outstanding Securities as custodian for shall be specified therein and each shall provide that it shall represent the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the U.S. Global aggregate principal amount of outstanding Securities represented thereby may from time to time be increased reduced or decreased by adjustments made on the records of the Trusteeincreased, as custodian for appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date amount of any increase or decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of outstanding Securities represented thereby shall be made by the Offshore Global Securities may from time to time be increased or decreased Trustee in accordance with instructions given by adjustments made on the records of the Trustee, Holder thereof as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to required by Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities203 hereof.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements (including notations relating to the Guarantees) required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including notations relating to the Guarantees) on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities initially offered and sold by the Initial Purchaser (i) to Qualified Institutional Buyers in reliance on Rule 144A 144A, (ii) to Accredited Investors or (iii) in offshore transactions in reliance on Regulation S shall, unless the applicable Holder requests Securities in the form of Certificated Securities in registered form ("Physical Securities") which shall be in substantially the form set forth in Exhibit A), be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth on Exhibit C. One or more separate Global Securities shall be issued to represent Securities held by (i) Qualified Institutional Buyers (a "QIB Global Security"), (ii) Accredited Investors (an "Accredited Investor Global Security") and (iii) Persons acquiring Securities in Section 2.14offshore transactions in reliance on Regulation S (a "Regulation S Global Security"). The Company shall cause the QIB Global Securities, Accredited Investor Global Securities and Regulation S Global Securities to have separate CUSIP numbers. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. Provisions relating to the Initial Securities and the Exchange Securities are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Notes Dollar Securities and the Trustee’s 's certificate of authentication and (ii) any Additional Dollar Securities (if issued as Transfer Restricted Dollar Securities) and the Trustee's certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The (i) Initial Euro Securities and the Trustee’s 's certificate of authentication and (ii) any Additional Euro Securities (if issued as Transfer Restricted Securities) and the Trustee's certificate of authentication shall each be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Exchange Dollar Securities and the Trustee's certificate of authentication and (ii) any Additional Dollar Securities issued other than as Transfer Restricted Securities and the Trustee's certificate of authentication shall each be substantially in the form of Exhibit C hereto, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Exchange Euro Securities and the Trustee's certificate of authentication and (ii) any Additional Euro Securities issued other than as Transfer Restricted Securities and the Trustee's certificate of authentication shall each be substantially in the form of Exhibit D hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company or usage. The Issuer and the Trustee shall approve the form of the Securities and any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities issuable only in registered form without interest coupons and shall bear the first legend set forth only in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially denominations of $1,000 in the form case of one or more permanent global Dollar Securities in registered form substantially and (euro)1,000 in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date case of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Euro Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securitiesany integral multiples thereof.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee Issuers shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and show the date of its authentication. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, Securities and the Guarantees, annexed hereto as Exhibit E, Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerIssuers, the Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold to QIBs in reliance on Rule 144A 144A, Securities offered and sold in reliance on Regulation S and Securities offered and sold to Institutional Accredited Investors in reliance on Regulation D of the Securities Act shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Issuers (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided, provided and shall bear the legends set forth in Section 2.14Exhibit B. Securities initially offered and sold in offshore transactions pursuant to Regulation S under the Securities Act shall initially be issued in the form of a temporary Global Security in registered form, deposited with the Trustee as custodian for the Depositary (the "Temporary Reg. S Global Security"). Upon the expiration of the Distribution Compliance Period, and upon receipt by the Trustee of the certification required by Regulation S under the Securities Act, the Temporary Reg. S Global Security shall be exchanged for the Regulation S Global Security in equal principal amount. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section 2.15 2.16 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore "Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities").” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. A. The Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on themthe Securities. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The definitive Securities shall be printed, lithographed, engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities. Initial Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “"U.S. Global Securities”)Security") deposited with, deposited or on behalf of, the Depositary or with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Initial Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global temporary certificated Securities in registered form substantially in the form set forth in Exhibit A (the “"Temporary Offshore Global Securities”"). The Temporary Offshore Global Securities will be registered in the name of, deposited and held by, a temporary certificate holder designated by NationsBanc Capital Markets, Inc. until the termination of the "restricted period" (as defined in Regulation S) with respect to the Trusteeoffer and sale of the Initial Securities (the "Offshore Securities Exchange Date"). At any time following the Offshore Securities Exchange Date, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated upon receipt by the Trustee as hereinafter providedand the Company of a certificate substantially in the form of Exhibit B hereto, the Company shall execute, and the Trustee shall bear authenticate and deliver, one or more permanent certificated Securities in registered form substantially in the legends form set forth in Section 2.14. The Registrar shall reflect on its books and records Exhibit A (the date "Permanent Offshore Physical Securities"), in exchange for the surrender of any decrease in the principal amount of the Temporary Offshore Global Securities in an amount equal to the principal amount of the beneficial interest like tenor and amount. Initial Securities offered and sold other than as described in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may preceding two paragraphs shall be issued in the form of permanent certificated Securities in registered form (in substantially the “Offshore Physical Securities”) and shall bear the first legend form set forth in Section 2.14Exhibit A (the "U.S. Physical Securities"). All Securities offered and sold in reliance on Regulation S shall remain in the form of an The Temporary Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Securities, Permanent Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”". 27 22

Form and Dating. The Initial Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.142.14 (the “Rule 144A Global Security”). Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Securities in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Exhibit C (the “Regulation S Global Security”). The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for Through and including the 40th day after the Issue Date (the “Restricted Period”), beneficial interests in the U.S. Regulation S Global Securities pursuant to Section 2.15 Security may be issued held only through Euroclear and Cedel (as indirect participants in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”The Depository Trust Company), deposited unless transferred to a Person that takes delivery through a Rule 144A Global Security in accordance with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided2.16. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 2.16 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14Private Placement Legend. All Notwithstanding the foregoing, all Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore a Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities initially offered and sold by the Initial Purchasers (i) to Qualified Institutional Buyers in reliance on Rule 144A or (ii) in offshore transactions in reliance on Regulation S shall, unless the applicable Holder requests Securities in the form of certificated Securities in registered form ("Physical Securities"), which shall be in substantially the form set forth in Exhibit A hereto, be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the Trustee, as custodian for the Depository, duly executed and shall bear the legend set forth on Exhibit C hereto. Securities initially offered and sold by the Issuer Initial Purchasers to Institutional Accredited Investors shall be in the form of Physical Securities, substantially in the form set forth in Exhibit A hereto. One or more separate Global Securities shall be issued to represent Securities held by (i) Qualified Institutional Buyers (a "QIB Global Security"), (ii) Institutional Accredited Investors (an "Accredited Investor Global Security") and authenticated by (iii) Persons acquiring Securities in offshore transactions in reliance on Regulation S (a "Regulation S Global Security"). The Company shall cause the Trustee QIB Global Securities, Accredited Investor Global Securities and Regulation S Global Securities to have separate CUSIP numbers. Upon consummation of the Registration, Series B Securities may be issued in the form of one or more permanent Global Securities in registered form, substantially in the form set forth in Exhibit B hereto, deposited with the Trustee, as hereinafter providedcustodian for the Depository, and shall bear the legends legend set forth in Section 2.14on Exhibit C hereto. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A and A-1, in the Exchange case of the 2027 Notes and the Trustee’s certificate of authentication shall be substantially Exhibit A-2, in the form case of Exhibit B. the 2029 Notes. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in each series of the Securities, annexed hereto as Exhibits A Exhibit A-1, in the case of the 2027 Notes, and BExhibit A-2, in the case of the 2029 Notes, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A A-1, in the case of the 2027 Notes, and Exhibit A-2, in the case of the 2029 Notes (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A A-1, in the case of 2027 Notes, and Exhibit A-2, in the case of 2029 Notes (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's --------------- certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially other variations as are required or permitted by this Indenture, except that Securities not in the form of Exhibit B. Global Securities ("Physical Securities") shall ------------------- not bear the Global Securities Legend. The Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on themthe Securities. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and form of the Guarantees, Securities annexed hereto as Exhibit E, A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. "Global Securities”"), registered in the name of the nominee of ----------------- the Depositary, deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount at maturity of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. The definitive Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be issued produced in any other manner permitted by the form rules of permanent certificated any securities exchange on which the Securities in registered form and shall bear may be listed, all as determined by the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Officers executing such Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed evidenced by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date their execution of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical such Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A with such appropriate insertions, substitutions and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. other variations as are required or permitted under this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Issuer is subject or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on themthe Securities. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and form of the Guarantees, Securities annexed hereto as Exhibit E, A shall constitute, and are hereby expressly made, a part of this Indenture andIndenture. Each of the Company, to the extent applicableGST USA, the Issuer, the Guarantors, GST and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Securities applicable to it and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “"U.S. Global Securities”GLOBAL SECURITY"), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Securities in registered form substantially in the form set forth in Exhibit A (each a "TEMPORARY OFFSHORE GLOBAL SECURITY") deposited with the Trustee, as custodian for the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. At any time following June 22, 1997 (the "OFFSHORE SECURITIES EXCHANGE DATE"), upon receipt by the Trustee and the Issuer of a certificate substantially in the form of Exhibit B hereto, on or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the “"PERMANENT OFFSHORE GLOBAL SECURITY"; and together with the Temporary Offshore Global Securities”)Security, deposited with the Trustee, as custodian for the Depository or its nominee, "OFFSHORE GLOBAL SECURITIES") duly executed by the Issuer and authenticated by the Trustee as hereinafter providedprovided shall be deposited with the Trustee, as custodian for the Depositary, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any and a decrease in the principal amount of the Temporary Offshore Global Securities Security in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Securities Security transferred. The aggregate principal amount of the Offshore Global Securities may from time which are offered and sold to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Securities in registered form (in substantially the “Offshore Physical Securities”) and shall bear the first legend form set forth in Exhibit A (the "U.S. PHYSICAL SECURITIES"). Securities issued pursuant to Section 2.14. All Securities offered and sold 2.07 in reliance on Regulation S exchange for interests in the Offshore Global Security shall remain be in the form of an Offshore Global Security until permanent certificated Securities in registered form substantially in the consummation of form set forth in Exhibit A (the Exchange Offer pursuant to the Registration Rights Agreement"OFFSHORE PHYSICAL SECURITIES"). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” "PHYSICAL SECURITIES". The U.S. Global Securities Security and the Offshore Global Securities Security are sometimes referred to herein as the “Global "GLOBAL SECURITIES". The definitive Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. A. The Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on themthe Securities. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and form of the Guarantees, Securities annexed hereto as Exhibit E, A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. Each of the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Securities applicable to it and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (collectively, the “"U.S. Global Securities”Security"), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (collectively, the “"Offshore Global Securities”), Security") deposited with the Trustee, as custodian for the Depository or its nomineeDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant offered and sold to Section 2.15 may Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Securities in registered form (in substantially the “Offshore Physical Securities”) and shall bear the first legend form set forth in Exhibit A (the "U.S. Physical Securities"). Securities issued pursuant to Section 2.14. All Securities offered and sold 2.07 in reliance on Regulation S exchange for interests in the Offshore Global Security shall remain be in the form of an permanent certificated Securities in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights AgreementPhysical Securities"). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” ". The U.S. Global Securities Security and the Offshore Global Securities Security are sometimes referred to herein as the “"Global Securities". The definitive Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Private Exchange Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit B hereto, but shall have the Private Placement Legend contained in Exhibit A. The Securities may have notations, legends or endorsements (including notations relating to the Guaranties) required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including notations relating to the Guaranties) on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities initially offered and sold by the Initial Purchasers (i) to Qualified Institutional Buyers in reliance on Rule 144A 144A, (ii) to Institutional Accredited Investors or (iii) in offshore transactions in reliance on Regulation S shall, unless the applicable Holder requests Securities in the form of Certificated Securities in registered form ("Physical Securities"), which shall be in substantially the form set forth in Exhibit A, be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth on Exhibit C hereto. One or more separate Global Securities shall be issued to represent Securities held by (i) Qualified Institutional Buyers (a "QIB Global Security"), (ii) Institutional Accredited Investors (an "Accredited Investor Global Security") and (iii) Persons acquiring Securities in Section 2.14offshore transactions in reliance on Regulation S (a "Regulation S Global Security"). The Company shall cause the QIB Global Securities, Accredited Investor Global Securities and Regulation S Global Securities to have separate CUSIP numbers. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. Provisions relating to the Original ---------------- Securities, the Additional Securities, the Private Exchange Securities and the Exchange Securities are set forth in Appendix A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Initial Notes (i) Original Securities and the Trustee’s 's certificate of authentication, (ii) Additional Securities (if issued as Transfer Restricted Securities) and the Trustee's certificate of authentication and (iii) Private Exchange Securities and the Trustee's certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the expressly made a part of this Indenture. The Exchange Notes Securities (and any Additional Securities issued other than as Transfer Restricted Securities) and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company or any Guarantor is subject, if any, or usage. The Issuer and the Trustee shall approve the form of the Securities and any Any such notation, legend or endorsement on themshall be furnished to the Trustee in writing. Each Security shall be dated the date of its authentication. The terms of the Securities set forth in Appendix A hereto and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed B hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery terms of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication Preferred Securities shall be substantially in the form of Exhibit Exhibits A and the Exchange Notes and the Trustee’s certificate of authentication Common Securities shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee Property Trustee's certificate of authentication shall approve be substantially in the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. set forth in Exhibit A. The terms and provisions contained of the Securities set forth in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and B are hereby expressly made, a part of the terms of this Indenture and, Trust Agreement and to the extent applicable, the Issuer, the Guarantors, Property Trustee and the TrusteeSponsor, by their execution and delivery of this IndentureTrust Agreement, expressly agree to such terms and provisions and to be bound thereby. The Certificates shall be printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrative Trustees, as evidenced by their execution thereof. The Certificates may have letters, CUSIP or other numbers, notations or other marks of identification or designation and such legends or endorsements as the Administrative Trustees may deem appropriate, or as may be required by law, stock exchange rule, agreements to which the Trust is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Trust). Each Security shall be dated the date of its authentication. Upon the execution and delivery of this Trust Agreement, the Preferred Securities offered and sold in reliance on Rule 144A shall be issued initially as a component of a Unit, in fully registered form without Distribution coupons (the form of one or more permanent global Securities in registered form"Global Unit Certificate"), substantially in the form forms set forth in Exhibit A of the Unit Agreement. The Preferred Securities also initially shall be issued in the forms of one or more global Certificates in fully registered form without Distribution coupons and with the appropriate global legends (the “U.S. each, a "Global Securities”Preferred Security"), substantially in the forms of Exhibit A. The Global Preferred Securities shall be registered in the name of the Clearing Agency or a nominee of the Clearing Agency, duly executed by the Trust and authenticated by the Property Trustee, and deposited on behalf of the purchasers of the Preferred Securities represented thereby with the Property Trustee, at the Corporate Trust Office, as custodian for the DepositoryClearing Agency. The Global Preferred Securities shall represent such of the outstanding Preferred Securities as shall be specified in the "Schedule of Increases or Decreases in Global Preferred Security" attached thereto (or on the books and records of the Property Trustee and the Clearing Agency or its nominee). The Global Preferred Securities shall initially represent no Preferred Securities. Thereafter, duly executed the number of Preferred Securities represented by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Preferred Securities may from time to time be increased or decreased by adjustments made on the "Schedule of Increases or Decreases in Global Preferred Security" attached thereto (or books and records of the Trustee, as custodian for Property Trustee and the Depository, Clearing Agency or its nominee) as hereinafter provided. Securities issued Except as provided in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form Sections 6.22(e) and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”6.22(f), deposited with the TrusteePreferred Security Beneficial Owners shall not be entitled to receive physical delivery of definitive, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global fully registered Preferred Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form Certificates (the “Offshore Physical "Definitive Preferred Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities").” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), duly executed by the Issuer and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by and the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any and a decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s related certificate of authentication shall be substantially in the form of set forth in Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of set forth in Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, Securities annexed hereto as Exhibits A and B, B and the Guarantees, Note Guarantees annexed hereto as Exhibit E, E shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 or 2.16 may be issued in the form of permanent certificated Securities physical Securities, substantially in registered the form set forth in Exhibit A (the “U.S. Physical Securities”), and shall bear the first legend set forth in Section 2.14. Securities 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 form, substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), duly executed by the Issuer and authenticated by the Trustee, which shall be deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated physical Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A annexed hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B annexed hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law(including notations relating to any Guarantees, stock exchange rule or usage). The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including notations relating to any Guarantees) on themthem any such approval to be evidenced by the execution or authentication thereof. Each Security shall be dated the date of its authentication. The terms issuance and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and be authenticated by the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth in Section 2.14. Exhibit C. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global certificated Securities in registered form in substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “"Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14"). All Securities offered and sold in reliance on Regulation S any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall remain be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of an Offshore Global Security until certificated Securities in registered form in substantially the consummation of form set forth in Exhibit A (the Exchange Offer pursuant to the Registration Rights Agreement"U.S. Physical Securities"). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”" 62 -52-

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the Exchange Notes and the Trustee’s certificate expressly made a part of authentication shall be substantially in the form of Exhibit B. this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in All of the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and Securities are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities initially being offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, "QIBs" or individually a "QIB") in reliance on Rule 144A under the Securities Act and shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. restricted Global Securities”), which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, or any Depositary Custodian, as custodian for the DepositoryDepositary, and registered in the name of its nominee, Cede & Co., duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and . Each Global Security shall bear the legends set forth in Section 2.14. The aggregate principal amount represent such of the U.S. Global outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate Principal Amount of outstanding Securities from time to time endorsed thereon and that the aggregate Principal Amount of outstanding Securities represented thereby may from time to time be increased reduced or decreased by adjustments made on the records of the Trusteeincreased, as custodian for appropriate, to reflect exchanges, redemptions, purchases or conversions of such Securities. Any endorsement of a Global Security to reflect the Depository, as hereinafter provided. Securities issued in exchange for interests amount of any increase or decrease in the U.S. Global Principal Amount of outstanding Securities pursuant to Section 2.15 may represented thereby shall be issued made by the Trustee or Depositary Custodian in accordance with the form of permanent certificated standing instructions and procedures existing between the Depositary and the Trustee or Depositary Custodian. Certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in only under the form of one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth limited circumstances provided in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”2.12(b) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securitieshereof.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication with respect thereto shall be substantially in the form of Exhibit A and A, Exhibit A-1, Exhibit B or Exhibit B-1 hereto, as the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. case may be. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication, shall bear interest from the applicable date and shall be payable on the Interest Payment Dates and the Maturity Date. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit M hereto. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerCompany, the Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in their initial distribution in reliance on Rule 144A shall Regulation S may be initially issued initially in the form of one or more permanent global temporary Global Securities in fully registered formform without interest coupons, substantially in the form set forth of Exhibit A or Exhibit A-1, as applicable, with such applicable legends as are provided for in Exhibit A (A, Exhibit A-1 or Exhibit C. Such temporary Global Securities may be registered in the “U.S. Global Securities”), name of the Depository or its nominee and deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”by

Form and Dating. The Initial Notes Notes, the Additional Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits Exhibit A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold issued in reliance on Rule 144A the Offering shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore "Physical Securities”") and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore a Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical SecuritiesSecurity.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s related certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, Subsidiary Guarantees annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), registered in the name of the nominee of Depository, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 or 2.16 may be issued in the form of permanent certificated Physical Securities in registered form (“U.S. Physical Securities”) and shall bear the first legend set forth in Section 2.14. Securities 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 form, substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depository or its nomineeDepository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Physical Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto and the Exchange Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, Securities shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.142.14 (the “Rule 144A Global Security”). Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Securities in registered form, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14 (the “Regulation S Global Security”). The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for Through and including the 40th day after the Issue Date (the “Restricted Period”) beneficial interests in the U.S. Regulation S Global Securities pursuant to Section 2.15 Security may be issued held only through Euroclear and Clearstream (as indirect participants in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”The Depository Trust Company), deposited unless transferred to a Person that takes delivery through a Rule 144A Global Security in accordance with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided2.16. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 2.16 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14Private Placement Legend. All Notwithstanding the foregoing, all Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore a Global Security until the consummation of the Exchange Offer exchange offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the expressly made a part of this Indenture. The Exchange Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including the Security Guarantee) on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, provided and shall bear the legends legend set forth in Section 2.14Exhibit C hereto. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section 2.15 2.16 may be issued in the form of permanent certificated Physical Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”A.

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form or Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Series B Securities and the Trustee's certificate of authentication thereof shall be substantially in the form of Exhibit A B hereto, which is hereby incorporated in and the Exchange Notes and the Trustee’s certificate expressly made a part of authentication shall be substantially in the form of Exhibit B. this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the GuarantorsCompany, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold to institutional "accredited investors" (as defined in Rule 501 (a) (1), (2), (3) or (7) under the Securities Act) shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. "Global Securities”"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth in Section 2.14. on Exhibit C. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global certificated Securities in registered form set forth in Exhibit A (the "Offshore Physical Securities"). Securities offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of certificated Securities in registered form in substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore "U.S. Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement"). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”"

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. A. The Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on themthe Securities. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and form of the Guarantees, Securities annexed hereto as Exhibit E, A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. Each of the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Securities applicable to it and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (collectively, the “"U.S. Global Securities”Security"), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (collectively, the “"Offshore Global Securities”), Security") deposited with the Trustee, as custodian for the Depository or its nomineeDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant which are offered and sold to Section 2.15 may Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Securities in registered form (in substantially the “Offshore Physical Securities”) and shall bear the first legend form set forth in Exhibit A (the "U.S. Physical Securities"). Securities issued pursuant to Section 2.14. All Securities offered and sold 2.07 in reliance on Regulation S exchange for interests in the Offshore Global Security shall remain be in the form of an permanent certificated Securities in registered form substantially in the form set forth in Exhibit A (the "Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights AgreementPhysical Securities"). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” ". The U.S. Global Securities Security and the Offshore Global Securities Security are sometimes referred to herein as the “"Global Securities". The definitive Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the Officers executing such Securities, as evidenced by their execution of such Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the Exchange Notes and the Trustee’s certificate expressly made a part of authentication shall be substantially in the form of Exhibit B. this Indenture. The Securities may have notations, legends or endorsements (including the Affiliate Guarantee) required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including the Affiliate Guarantee) on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in All of the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and Securities are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities initially being offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, "QIBS" or individually a "QIB") in reliance on Rule 144A under the Securities Act and shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. restricted Global Securities”), which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, or any Depositary Custodian, as custodian for the DepositoryDepositary, and registered in the name of its nominee, Cede & Co., duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and . Each Global Security shall bear the legends set forth in Section 2.14. The aggregate principal amount represent such of the U.S. Global outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate Principal Amount of outstanding Securities from time to time endorsed thereon and that the aggregate Principal Amount of outstanding Securities represented thereby may from time to time be increased reduced or decreased by adjustments made on the records of the Trusteeincreased, as custodian for appropriate, to reflect exchanges, redemptions, purchases or conversions of such Securities. Any endorsement of a Global Security to reflect the Depository, as hereinafter provided. Securities issued in exchange for interests amount of any increase or decrease in the U.S. Global Principal Amount of outstanding Securities pursuant to Section 2.15 may represented thereby shall be issued made by the Trustee or Depositary Custodian in accordance with the form of permanent certificated standing instructions and procedures existing between the Depositary and the Trustee or Depositary Custodian. Certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in only under the form of one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth limited circumstances provided in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”2.12(b) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securitieshereof.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities, the notation thereon relating to the Guarantee and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. EXHIBIT A. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, Securities and the Guarantees, annexed hereto as Exhibit E, Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A 144A, Securities offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)EXHIBIT A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company (and having an executed Guarantee endorsed thereon) and authenticated by the Trustee as hereinafter provided, provided and shall bear the legends legend set forth in Section 2.14. EXHIBIT B. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section 2.15 2.16 may be issued and Securities offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit EXHIBIT A (the “Offshore Global Securities”"PHYSICAL SECURITIES"), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore a Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities ; PROVIDED, HOWEVER, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical SecuritiesGuarantors have been so complied with.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. Provisions relating to the Senior Secured Notes are set forth in Appendix A, which is hereby incorporated in and expressly made a part of this Senior Secured Notes Indenture. The Initial (i) Senior Secured Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A and the Exchange (ii) any Additional Senior Secured Notes (if issued as Senior Secured Notes Transfer Restricted Securities) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit B. Exhibits A-1 and A-2 hereto, which are hereby incorporated in and expressly made a part of this Senior Secured Notes Indenture. The Securities Senior Secured Notes may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which any Issuer or usage. The Issuer and the Trustee shall approve the form of the Securities and any Senior Secured Note Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Issuers). Each Security Senior Secured Note shall be dated the date of its authentication. The terms Senior Secured Notes shall be issuable only in registered form without interest coupons and provisions contained in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Global Senior Secured Securities shall be in registered form without interest coupons and the Definitive Securities shall be in registered form without interest coupons. Each Global Security shall represent such of the outstanding Senior Secured Notes as shall be specified in the Securities, annexed hereto as Exhibits A “Schedule of Exchanges of Interests in the Global Security” attached thereto and B, and the Guarantees, annexed hereto as Exhibit E, each shall constitute, and are hereby expressly made, a part of this Indenture and, provide that it shall represent up to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of Senior Secured Notes from time to time endorsed thereon and that the U.S. Global Securities aggregate principal amount of outstanding Senior Secured Notes represented thereby may from time to time be increased reduced or decreased increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Senior Secured Notes represented thereby shall be made by adjustments made on the records Trustee or the Registrar, at the direction of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited accordance with the Trustee, as custodian for the Depository or its nominee, duly executed instructions given by the Issuer and authenticated Holder thereof as required by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities2.03 hereof.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s certificate of authentication thereof shall be substantially in the form of Exhibit A annexed hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s certificate of authentication thereof shall be substantially in the form of Exhibit B. B annexed hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law(including notations relating to any Subsidiary Guarantees, stock exchange rule or usage). The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including notations relating to any Subsidiary Guarantees) on themthem any such approval to be evidenced by the execution or authentication thereof. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A or Regulation S shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth in Section 2.14. Exhibit C. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued transferred to Institutional Accredited Investors in exchange for interests in transactions exempt from registration under the U.S. Global Securities pursuant to Section 2.15 Act may be issued registered in the form of one or more permanent certificated Global Securities in registered form, substantially in the form and shall bear the first legend set forth in Section 2.14Exhibit A, deposited with the Trustee, as custodian for the Depository. Securities offered and sold in offshore transactions in reliance on Regulation S shall may be issued initially in the form of one or more permanent global certificated Securities in registered form in substantially in the form set forth in Exhibit A (the “Offshore Global Physical Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall remain be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of an Offshore Global Security until certificated Securities in registered form in substantially the consummation of form set forth in Exhibit A (the Exchange Offer pursuant to the Registration Rights Agreement“U.S. Physical Securities”). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form set forth in EXHIBIT A, which is incorporated in and forms a part of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A 144A, Securities offered and sold in reliance on Regulation S and Securities offered and sold to Institutional Accredited Investors shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit EXHIBIT A (the “U.S. Global Securities”"GLOBAL SECURITY"), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, provided and shall bear the legends set forth in Section 2.14EXHIBITS B-1 AND B-2. The aggregate principal amount of the U.S. Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section SECTION 2.15 may be issued and Securities offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit EXHIBIT A (the “Offshore Global Securities”"PHYSICAL SECURITIES"), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities Notes offered and sold in reliance on Regulation S shall remain in the form of an Offshore a Global Security until for one year after the consummation of issue date for the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and the Exchange Notes and the Trustee’s certificate made a part of authentication shall be substantially in the form of Exhibit B. this Indenture. The Securities may have notations, legends or endorsements approved as to form by the Company and required by law, stock exchange rule rule, agreements to which the Company is subject or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, Securities shall constitute, and are hereby expressly made, a part of this Indenture and, and to the extent applicable, the IssuerCompany, the Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A Each Security shall be dated the date of its authentication. The Securities shall be issuable only in registered form, without coupons, in denominations of $1,000 and integral multiples thereof. Global Securities; Definitive Securities. Securities issued initially in global form shall be substantially in the form of one or more permanent global Exhibit A (including the Global Securities Legend thereon). Notes issued in registered form, definitive form shall be substantially in the form set forth in of Exhibit A (but without the “U.S. Global Securities”Security Legend thereon), deposited with . Each Global Security shall represent such of the Trustee, outstanding Securities as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, shall be specified therein and shall bear provide that it shall represent the legends set forth in Section 2.14. The aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the U.S. Global aggregate principal amount of outstanding Securities represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Securities represented thereby shall be made by adjustments made on the records Trustee or the Security Custodian, at the direction of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited accordance with the Trustee, as custodian for the Depository or its nominee, duly executed instructions given by the Issuer and authenticated Holder thereof as required by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities2.6.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities initially offered and sold by the Initial Purchasers shall, unless the applicable Holder requests Securities in reliance on Rule 144A the form of certificated Securities in registered form ("Physical Securities"), which shall be in substantially the form set forth in Exhibit A hereto, be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14Exhibit C hereto. One or more separate Global Securities offered shall be issued to represent Securities held by (i) Qualified Institutional Buyers (a "QIB Global Security") and sold (ii) Persons acquiring Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”a 17

Form and Dating. The Initial Notes and the Trustee’s 's related certificate of authentication shall be substantially in the form of set forth in Exhibit A and the Exchange Notes and the Trustee’s 's certificate of authentication shall be substantially in the form of set forth in Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, Securities annexed hereto as Exhibits A and B, B and the Guarantees, Note Guarantees annexed hereto as Exhibit E, E shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “"U.S. Global Securities”"), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 or 2.16 may be issued in the form of permanent certificated Securities physical Securities, substantially in registered the form set forth in Exhibit A, (the "U.S. Physical Securities") and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent temporary global Securities in registered form form, substantially in the form set forth in Exhibit A (the “"Temporary Offshore Global Securities”"), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depository or its nomineeDepository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The At any time on or after the 41st day after the Issue Date, upon receipt by the Trustee, the Registrar and the Issuer of a certificate substantially in the form set forth in Exhibit D-1, the owner of a beneficial interest in a Temporary Offshore Global Security may exchange such interest for an equivalent interest in one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the "Permanent Offshore Global Securities") and together with the Temporary Offshore Global Securities, the "Offshore Global Securities"), duly executed by the Issuer and authenticated by the Trustee, which shall be deposited with the Trustee, as custodian for the Depository or its nominee, and the Registrar shall reflect on its books and records the date of any and a decrease in the principal amount of the Temporary Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Securities transferredexchanged for Permanent Offshore Global Securities. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Permanent Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated physical Securities in registered form (the “"Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement"). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” " The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “"Global Securities.”"

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit EXHIBIT A hereto, which is hereby incorporated in and the Exchange Notes and the Trustee’s certificate expressly made a part of authentication shall be substantially in the form of Exhibit B. this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, Securities annexed hereto as Exhibits EXHIBITS A and B, and the Guarantees, annexed hereto as Exhibit E, B shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global as Physical Securities in registered form, substantially in the form set forth in Exhibit EXHIBIT A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer hereto and authenticated by the Trustee as hereinafter provided, and . Securities in global form shall bear the legends legend set forth in Section 2.14EXHIBIT B hereto. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A notes (the a “U.S. Global Security” and are collectively referred to herein as “Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Trustee and the Depository, Depository or its nominee and on the schedules thereto as hereinafter provided. Securities issued in exchange for interests in The Company shall execute and the U.S. Global Securities Trustee shall, pursuant to Section 2.15 may be issued in an order of the form of permanent certificated Securities in registered form Company signed by two Officers, authenticate and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued deliver initially in the form of one or more permanent global Global Securities in that (i) shall be registered form substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for name of the Depository for such Global Security or its nominee, duly executed Global Securities or the nominee of such Depository and (ii) shall be delivered by the Issuer and authenticated Trustee to such Depository or pursuant to such Depository’s instructions or held by the Trustee as hereinafter providedSecurities Custodian. APPENDIX Members of, or participants in, the Depository (“Agent Members”) shall have no rights under the Indenture with respect to any Global Security held on their behalf by the Depository or by the Trustee as Securities Custodian or under such Global Security, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books Company, the Trustee and records the date of any decrease in the principal amount agent of the Offshore Company or the Trustee shall be entitled to treat the Depository as the absolute owner of such Global Securities in an amount equal to Security for all purposes whatsoever. Notwithstanding the principal amount foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices of such Depository governing the exercise of the rights of a holder of a beneficial interest in the Offshore any Global Security. Except as provided in Section 2.3 or 2.4, owners of beneficial interests in Global Securities transferred. The aggregate principal amount shall not be entitled to receive physical delivery of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. A. The Securities may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have letters, notations, legends or endorsements required by law, stock exchange rule agreements to which the Company is subject or usage. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on themthe Securities. Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and form of the Guarantees, Securities annexed hereto as Exhibit E, A shall constitute, and are hereby expressly made, a part pan of this Indenture and, to Indenture. Each of the extent applicableCompany, the IssuerGuarantor, the Guarantors, Trustee and the TrusteePaying Agent, by their its execution and delivery of this Indenture, expressly agree agrees to such the terms and provisions of the Securities applicable to it and to be bound thereby. Securities offered and sold in in,reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the DepositoryDepositary, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Securities in registered form substantially in the form set forth in Exhibit A (the “Temporary Offshore Global Securities”), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time following July 26, 1997 (the “Offshore Securities Exchange Date”), upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the “Permanent Offshore Global Securities”); and together with the Temporary Offshore Global Securities, the “Offshore Global Securities”) duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferredDepositary. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on in the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, as hereinafter herein provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant which are offered and sold to Section 2.15 may Institutional Accredited Investors which are not QIBs (excluding Non-U.S. Persons) shall be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in Exhibit A (the “U.S. Physical-Securities”). Securities issued pursuant to Section 2.07 in exchange for interests in the U.S. Global Securities or the Offshore Global Securities shall be in the form of U.S. Physical Securities or in the form of permanent certificated Securities in registered form substantially in the form set forth in Exhibit A (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement), respectively. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”” The definitive Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Issuers and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authentication. At the time of issuance, each Security shall have an executed Guarantee from each of the then existing Guarantors endorsed thereon substantially in the form of Exhibit D. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit ED, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerIssuers, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Issuers and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary global Securities in registered form substantially in the form set forth in Exhibit A (the “Temporary Offshore Global Securities”), registered in the name of the nominee of the Depository, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided and shall bear the legends set forth in Section 2.14. At any time on or after the 41st day after the Issue Date, upon receipt by the Trustee, Registrar and the Issuers of a certificate substantially in the form of Exhibit C hereto, one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the “Permanent Offshore Global Securities”; and together with the Temporary Offshore Global Securities, the “Offshore Global Securities”), duly executed by the Issuers and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by and the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any and a decrease in the principal amount of the Temporary Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A and the Exchange Notes hereto. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its authenticationauthentication and shall show the date of its issuance. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit G hereto. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerCompany, the Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in their initial distribution in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A hereto (the “U.S. "Global Securities”"), deposited with the Trustee, as custodian for the Depository, and duly executed by the Issuer Company (and authenticated by having an executed Guarantee from each of the Trustee as hereinafter providedGuarantors endorsed thereon), and shall bear the legends legend set forth in Section 2.14on Exhibit C hereto. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global certificated Securities in registered form set forth in Exhibit A hereto (the "Offshore Physical Securities"). Securities offered and sold in reliance on any other exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of certificated Securities in registered form in substantially in the form set forth in Exhibit A hereto (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore "U.S. Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement"). The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “"Physical Securities.” The U.S. " Securities issued in exchange for interests in a Global Security pursuant to Section 2.16 may be issued in the form of Physical Securities in registered form in substantially the form set forth in Exhibit A hereto. All Offshore Physical Securities offered and sold in reliance on Regulation S shall remain in the Offshore Global form of a Physical Security until the consummation of the exchange offer pursuant to the Registration Rights Agreement. Series B Securities are sometimes referred to herein as shall be issued in global form and shall bear the “Global Securities.”legend set forth on Exhibit C and be in substantially the form of Exhibit B.

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities initially offered and sold by the Initial Purchasers shall, unless the applicable Holder requests Securities in reliance on Rule 144A the form of certificated Securities in registered form ("Physical Securities"), which shall be in substantially the form set forth in Exhibit A hereto, be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the TrusteeCommon Depository, as custodian for the Depository, duly executed and shall bear the legend set forth in Exhibit C hereto. One or more separate Global Securities shall be issued to represent Securities held by (i) Qualified Institutional Buyers (a "QIB Global Security") and (ii) Persons acquiring Securities in offshore transactions in reliance on Regulation S (a "Regulation S Global Security"). In the event of any transfer of a beneficial interest in a QIB Global Security or a Regulation S Global Security to an Institutional Accredited Investor in accordance with Section 2.16, the Company shall issue one or more permanent Global Securities in registered form, substantially in the form set forth in Exhibit A hereto, bearing the legend set forth in Exhibit C hereto for interests held by Institutional Accredited Investors (an "Institutional Accredited Investor Global Security"). The Company shall cause the QIB Global Securities, Regulation S Global Securities and the Institutional Accredited Investor Global Securities to have separate common numbers. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedelbank" and "Customer Handbook" of Cedel shall be applicable to interests in the QIB Global Security and the Regulation S Global Security that are held by the Issuer and authenticated by Participants through Euroclear or Cedel. Upon consummation of the Trustee Registration, Series B Securities may be issued in the form of one or more permanent Global Securities in registered form, substantially in the form set forth in Exhibit B hereto, deposited with the Common Depository, as hereinafter providedcustodian for the Depository, and shall bear the legends legend set forth in Section 2.14on Exhibit C hereto. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for Trustee and the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. Provisions relating to the Original Securities, the Additional Securities, the Private Exchange Notes and the Exchange Notes are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The Initial (a) Original Securities and the Trustee's certificate of authentication, (b) Private Exchange Notes and the Trustee’s 's certificate of authentication and (c) Additional Securities (if issued as Transfer Restricted Securities), if any, and the Trustee's certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the expressly made a part of this Indenture. The Exchange Notes and the Additional Securities issued other than as Transfer Restricted Securities, if any, and the Trustee’s 's certificate of authentication shall each be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company or usage. The Issuer and the Trustee shall approve the form of the Securities and any Note Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities issuable only in registered form without interest coupons and only in denominations of $1,000 and integral multiples thereof. The Initial Securities, the Private Exchange Notes and the Exchange Notes shall vote and consent together on all matters (as to which any of the Securities may vote or consent) as one class and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form treated as a single class of one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securitiesunder this Indenture.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities initially offered and sold by the Initial Purchasers shall, unless the applicable Holder requests Securities in reliance on Rule 144A the form of certificated Securities in registered form ("Physical Securities"), which shall be in substantially the form set forth in Exhibit A hereto, be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the TrusteeCommon Depository, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14Exhibit C hereto. One or more separate Global Securities offered shall be issued to represent Securities held by (i) Qualified Institutional Buyers (a "QIB Global Security") and sold (ii) Persons acquiring Securities in offshore transactions in reliance on Regulation S (a "Regulation S Global Security"). In the event of any transfer of a beneficial interest in a QIB Global Security or a Regulation S Global Security to an Institutional Accredited Investor in accordance with Section 2.16, the Company shall be issued initially in the form of issue one or more permanent global Global Securities in registered form form, substantially in the form set forth in Exhibit A (hereto, bearing the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14Exhibit C hereto for interests held by Institutional Accredited Investors (an "Institutional Accredited Investor Global Security"). All Securities offered and sold in reliance on The Company shall cause the QIB Global Securities, Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Institutional Accredited Investor Global Securities are sometimes referred to herein as the “Global Securitieshave separate common numbers.”

Form and Dating. The Initial Notes Securities and the Private Exchange Securities and the Trustee’s certificate 's certificates of authentication with respect thereto shall be substantially in the form of set forth in Exhibit A A-1 annexed hereto. The Securities other than Initial Securities and the Private Exchange Notes Securities and the Trustee’s certificate 's certificates of authentication with respect thereto shall be substantially in the form of set forth in Exhibit B. A-2 annexed hereto. The Securities may have notations, legends or endorsements required by law, rule, the rules of any stock exchange rule or usage. The Issuer and the Trustee shall approve the form of on which the Securities and are listed, usage or agreement to which any Issuer is subject (provided that any such notation, legend or endorsement on themis in a form reasonably acceptable to the Issuers). Each Security shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A Securities set forth in Exhibit A-1 and B, and the Guarantees, annexed hereto as Exhibit E, A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A-1, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, provided and shall bear the legends legend set forth in Section 2.14. Exhibit B. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section 2.15 hereof may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A A-1 (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore "Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities").” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. Provisions relating to the Initial Securities and the Exchange Securities are set forth in the Appendix, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Notes Dollar Securities and the Trustee’s certificate of authentication and (ii) any Additional Dollar Securities (if issued as Transfer Restricted Definitive Dollar Securities) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Initial Euro Securities and the Exchange Notes Trustee’s certificate of authentication and (ii) any Additional Euro Securities (if issued as Transfer Restricted Definitive Euro Securities) and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Exchange Dollar Securities and the Trustee’s certificate of authentication and (ii) any Additional Dollar Securities issued other than as Transfer Restricted Definitive Dollar Securities and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit C hereto, which is hereby incorporated in and expressly made a part of this Indenture. The (i) Exchange Euro Securities and the Trustee’s certificate of authentication and (ii) any Additional Euro Securities issued other than as Transfer Restricted Definitive Euro Securities and the Trustee’s certificate of authentication shall each be substantially in the form of Exhibit D hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule rule, agreements to which the Company or usage. The Issuer and the Trustee shall approve the form of the Securities and any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement on themis in a form acceptable to the Company). Each Security shall be dated the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities issuable only in registered form without interest coupons and shall bear the first legend set forth only in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued initially denominations of $2,000 in the form case of one or more permanent global Dollar Securities and any integral multiples of $1,000 in registered form substantially excess thereof and €100,000 in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date case of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Euro Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securitiesany integral multiples of €1,000 in excess thereof.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication shall be substantially in the form of Exhibit A and the Exchange Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. hereto. The Securities may have ---------- notations, legends or endorsements endorse- ments required by law, stock exchange rule or usage. The Issuer and the Trustee Company shall approve the form of the Securities and any notation, legend or endorsement on them. Each Security shall be dated the date of its issuance and show the date of its authentication. Each Security shall have an executed Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit E. --------- The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, Securities and the Guarantees, annexed hereto as Exhibit E, Guarantees shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the IssuerCompany, the Guarantors, Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A 144 and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A, deposited with the Trustee, as custodian for the Depository, duly --------- executed by the Issuer Company (and having an executed Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided, provided and shall bear the legends set forth in Section 2.14. Exhibit B. The aggregate --------- principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section 2.15 2.16 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A --------- (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore "Physical Securities”) and shall bear the first legend set forth in Section 2.14"). All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”-------------------

Form and Dating. The Initial Notes and the Trustee’s certificate of authentication shall be substantially in the form of annexed hereto as Exhibit A with such appropriate insertions, omissions, substitutions and the Exchange other variations as are required or permitted by this Indenture. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B. The Securities may have notations, legends or endorsements required by law, stock exchange rule agreements to which the Company or any Subsidiary Guarantor is subject or usage. The Issuer and the Trustee Company shall approve the form of the Securities Notes and any notation, legend or endorsement on themthe Notes. Each Security Note shall be dated the date of its authentication. The Trustee shall authenticate the Notes, upon a Company Order for the authentication and delivery of such Notes, which order shall set forth the number of separate notes, the principal amount of each such Note to be authenticated, the date on which the original issue of Notes is to be authenticated, the registered holders of each of the said Notes and delivery instructions. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and form of the Guarantees, Notes annexed hereto as Exhibit E, A shall constitute, and are hereby expressly made, a part of this Indenture and, to Indenture. To the extent applicable, the IssuerCompany, the Guarantors, each Subsidiary Guarantor and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global Securities Global Notes in registered form, form in substantially in the form set forth in Exhibit A (the “U.S. Restricted Global SecuritiesNotes”), deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The aggregate principal amount of the U.S. Restricted Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities temporary Global Notes in registered form in substantially in the form set forth in Exhibit A (the “Offshore Restricted Global SecuritiesNotes”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the DepositoryDepositary or its nominee, in accordance with the instructions given by the Holder thereof, as hereinafter provided. Securities Notes initially issued to or transferred to affiliates (as defined in Rule 405) of the Company or Institutional Accredited Investors pursuant to Section 2.08(a) of this Indenture shall only be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A (the “U.S. Restricted Physical Notes”). Notes issued pursuant to Section 2.07 in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may Notes shall be issued in the form of permanent certificated Securities Notes in registered form substantially in the form set forth in Exhibit A (the “Offshore Restricted Physical SecuritiesNotes”) ). For the avoidance of doubt, unless and shall bear the first legend set forth in Section 2.14. All Securities offered and until exchanged for an Exchange Note or sold in reliance on Regulation S shall remain connection with an effective Shelf Registration Statement, affiliates of Sotheby’s may only hold an interest in Notes in the form of an Offshore permanent certificated Notes and are prohibited from taking a beneficial interest in one or more Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights AgreementNotes. The Offshore Physical Securities Notes and the U.S. Physical Securities Notes are sometimes collectively herein referred to as the “Physical SecuritiesNotes.” The U.S. Restricted Global Securities Notes and the Offshore Global Securities Restricted Notes are sometimes referred to herein as the “Restricted Global SecuritiesNotes.”” The definitive Notes shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

Form and Dating. The Initial Notes Series A Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit EXHIBIT A hereto, which is hereby incorporated in and the Exchange Notes expressly made a part of this Indenture. The Series B Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. EXHIBIT B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements (including notations relating to the Guarantees) required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including notations relating to the Guarantees) on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities initially offered and sold by the Initial Purchasers (i) to Qualified Institutional Buyers in reliance on Rule 144A or (ii) in offshore transactions in reliance on Regulation S shall, unless the applicable Holder requests Securities in the form of Certificated Securities in registered form ("PHYSICAL SECURITIES," which shall be in substantially the form set forth in EXHIBIT A), be issued initially in the form of one or more permanent global Global Securities in registered form, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)EXHIBIT A, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends legend set forth on EXHIBIT C. One or more separate Global Securities shall be issued to represent Securities held by (i) Qualified Institutional Buyers (a "QIB GLOBAL SECURITY"), (ii) Accredited Investors (an "ACCREDITED INVESTOR GLOBAL SECURITY") and (iii) Persons acquiring Securities in Section 2.14offshore transactions in reliance on Regulation S (a "REGULATION S GLOBAL SECURITY"). The Company shall cause the QIB Global Securities, Accredited Investor Global Securities and Regulation S Global Securities to have separate CUSIP numbers. The aggregate principal amount of the U.S. any Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the expressly made a part of this Indenture. The Exchange Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements (including the Security Guarantee) required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including the Security Guarantee) on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global 144A Global Securities and Securities offered and sold in registered formreliance on Regulation S shall be issued initially in the form of one or more Regulation S Temporary Global Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, provided with Guaranties of the Subsidiary Guarantors and shall bear the legends legend set forth in Section 2.14Exhibit C hereto. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange The Restricted Period for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities offered and sold in offshore transactions in reliance on Regulation S Temporary Global Security shall be issued initially in terminated upon the form of one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated receipt by the Trustee as hereinafter providedof (i) a written certificate from the Depository, together with copies of certificates from the Euroclear System and shall bear Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the aggregate principal amount of the Offshore Regulation S Temporary Global Securities in an amount equal Security (except to the principal amount extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Security or an IAI Global Security) and (ii) receipt of an Opinion of Counsel. Following the termination of the Restricted Period, beneficial interest interests in the Offshore Regulation S Temporary Global Securities transferredSecurity shall be exchanged for beneficial interests in the Regulation S Permanent Global Security. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Offshore Regulation S Temporary Global Securities Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the TrusteeTrustee and the Depository or its nominee, as custodian for the Depositorycase may be, in connection with transfers of interest as hereinafter provided. Securities issued in exchange for The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank" and "Customer Handbook" of Cedel Bank shall be applicable to transfers of beneficial interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Temporary Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities Regulation S Permanent Global Security that are sometimes collectively herein referred to as the “Physical Securitiesheld by participants through Euroclear or Cedel Bank.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities (including any Initial Securities issued in lieu of cash interest on the Initial Securities) and the Trustee’s certificate 's certificates of authentication with respect thereto shall be substantially in the form set forth in Exhibit A-1 annexed hereto. The Securities other than Initial Securities (including any Securities issued in lieu of Exhibit A cash interest on the Initial Securities and the Exchange Notes Securities other than Initial Securities) and the Trustee’s certificate 's certificates of authentication with respect thereto shall be substantially in the form of set forth in Exhibit B. A-2 annexed hereto. The Securities may have notations, legends or endorsements required by law, rule, the rules of any stock exchange rule or usage. The Issuer and the Trustee shall approve the form of on which the Securities and are listed, usage or agreement to which the Company is subject (provided that any such notation, legend or endorsement on themis in a form reasonably acceptable to the Company). Each Security shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A Securities set forth in Exhibit A-1 and B, and the Guarantees, annexed hereto as Exhibit E, A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)A-1, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, provided and shall bear the legends legend set forth in Section 2.14. Exhibit B. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. a Global Securities Security pursuant to Section 2.15 hereof may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A A-1 (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore "Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities").” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”

Form and Dating. The Initial Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit A hereto, which is hereby incorporated in and the expressly made a part of this Indenture. The Exchange Notes Securities and the Trustee’s 's certificate of authentication thereof shall be substantially in the form of Exhibit B. B hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements (including the Security Guarantee) required by law, stock exchange rule or usage. The Issuer Company and the Trustee shall approve the form of the Securities and any notation, legend or endorsement (including the Security Guarantee) on them. Each Security shall be dated the date of its issuance and shall show the date of its authentication. The terms and provisions contained in the Securities, annexed hereto as Exhibits A and B, and the Guarantees, annexed hereto as Exhibit E, shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer, the Guarantors, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A and Securities offered and sold to Institutional Accredited Investors shall be issued initially in the form of one or more permanent global Securities in registered formGlobal Securities, substantially in the form set forth in Exhibit A (the “U.S. Global Securities”)hereto, deposited with the Trustee, as custodian for the Depository, duly executed by the Issuer Company and authenticated by the Trustee as hereinafter provided, provided with the Guarantees of the Guarantors endorsed thereon and shall bear the legends legend set forth in Section 2.14Exhibit C hereto. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the U.S. Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form and shall bear the first legend set forth in Section 2.14. Securities 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 substantially in the form set forth in Exhibit A (the “Offshore Global Securities”), deposited with the Trustee, as custodian for the Depository or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, and shall bear the legends set forth in Section 2.14. The Registrar shall reflect on its books and records the date of any decrease in the principal amount of the Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Offshore Global Securities transferred. The aggregate principal amount of the Offshore Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Securities issued in exchange for interests in the Offshore Global Securities pursuant to Section 2.15 may be issued in the form of permanent certificated Securities in registered form (the “Offshore Physical Securities”) and shall bear the first legend set forth in Section 2.14. All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement. The Offshore Physical Securities and the U.S. Physical Securities are sometimes collectively herein referred to as the “Physical Securities.” The U.S. Global Securities and the Offshore Global Securities are sometimes referred to herein as the “Global Securities.”