Common use of Global Notes Clause in Contracts

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, The Notes initially resold pursuant to Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) with the restricted securities legend set forth in Exhibit A to this Indenture, and Notes initially resold pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note global securities legend and the applicable restricted securities legend set forth in Exhibit A to this Indenture (defined below), the “Regulation S Global NotesNote”)) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b) hereof, beneficial ownership interest in a Regulation S Global Note will be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note 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 a Definitive Note, in compliance with the requirements set forth in Section 2.4, in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depository applicable Depositary or the a nominee of the Depository for applicable Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Issuer and authenticated by the Trustee or the Authentication Agent as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the The Rule 144A Global Note and Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent are collectively referred to herein as “Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. Notes.” The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository applicable Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be registered in the name of the Depositary or a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture. Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, and together with the Regulation S Permanent Global Note (defined identified below), ) the “Regulation S Global NotesNote”), without interest coupons and bearing the Global Notes Legend, the Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts Issuers and authenticated by the Trustee as provided in this Indenture to accommodate transfers of designated agents holding beneficial interests in the Notes to non-U.S. Persons subsequent to the initial distribution. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on behalf of Euroclear Bank S.A./N.V.the Issue Date, as operator deposited with the Custodian, and registered in the name of the Euroclear system Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, if required, that beneficial ownership interests in the Regulation S Temporary Global Note 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 (“Euroclear”) or Clearstream Bankingexcept to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures Applicable Procedures of the DepositoryDepositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note Security and the Regulation S Permanent Global Note Security that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes offered and sold in clause (d) of Section 2.2 below, their initial distribution in reliance on Rule 144A Notes initially shall be represented by issued in the form of one or more Notes global notes in definitiveregistered form, fully registeredbearing the applicable legends set forth in Exhibit A, global form without interest coupons attached (collectively, the “Rule 144A Global Notes”) deposited with the Trustee as custodian for the Depositary and registered in the name of Cede & Co., as nominee for the Depositary, duly executed by the Issuer and authenticated by the Trustee as herein provided, for credit by the Depositary to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Notes offered and sold in their initial distribution in reliance on Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes temporary global securities in fully registeredregistered form, global form bearing the applicable legends set forth in Exhibit A, without interest coupons attached (collectively“Temporary Regulation S Global Notes”), deposited with the Trustee as custodian for the Depositary and registered in the name of Cede & Co., as nominee for the Depositary, duly executed by the Issuer and authenticated by the Trustee as herein provided, for credit by the Depositary to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). Except as set forth in this Indenture, beneficial ownership interests in Temporary Regulation S Global Notes will not be exchangeable for interests in Rule 144A Global Notes, permanent global securities (the “Permanent Regulation S Temporary Global Note” andNotes”, and together with the Temporary Regulation S Permanent Global Note (defined below)Notes, the “Regulation S Global Notes”), which shall be registered in ) or any other security prior to the name expiration of the Depository or Restricted Period and then, after the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall may be exchanged for interests in Rule 144A Global Notes, Permanent Regulation S Global Notes or a definitive security in registered certificated form only (i) upon certification that beneficial ownership interests in such Temporary Regulation S Global Notes are owned by or being transferred to either non-U.S. persons or U.S. persons who purchased such interests in a permanent transaction that did not require registration under the Securities Act, and (ii) in the case of an exchange for a certificated security, in compliance with the requirements to exchange Global Notes with certificated securities provided herein. Rule 144A Global Notes and Regulation S Global Notes are referred to herein collectively as “Global Notes”. Beneficial interests in Temporary Regulation S Global Notes may be exchanged for interests in Rule 144A Global Notes 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 Note (first delivers to the “Trustee a written certificate to the effect that the beneficial interest in the Temporary Regulation S Permanent Global Note”Note is being transferred to a Person (a) pursuant 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 procedures securities laws of the DepositoryUnited States, the states thereof, and any other applicable jurisdiction. Simultaneously with Beneficial interests in a Rule 144A Global Note may be transferred to a Person who takes delivery in the authentication form of the an interest in a Regulation S Permanent Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee shall cancel a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S Temporary Global Noteor Rule 144 (if applicable). The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee Custodian and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes issued in clause (d) of Section 2.2 below, Rule 144A Notes initially global form shall be represented by one or more Notes substantially in definitive, fully registered, global the form without interest coupons of Exhibit A hereto (collectively, including the Global Note Legend thereon and the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes Schedule of Exchanges of Interests in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with attached thereto). Notes issued in definitive form shall be substantially in the Regulation S Permanent form of Exhibit A attached hereto (but without the Global Note (defined below), Legend thereon and without the “Regulation S Schedule of Exchanges of Interests in the Global Notes”Note” attached thereto), which . Each Global Note shall represent such of the outstanding Notes as shall be registered specified in the name “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Depository or Trustee, in accordance with instructions given by the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Holder thereof as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)required by Section 2.06. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall will be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) Note pursuant to the applicable procedures of the DepositoryApplicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. The Original Notes will be offered and sold by the Company pursuant to the Private Placement Agreement or issued in respect of certain Accrued Senior Note Interest accrued prior to the Restructuring Effective Date. The Original Notes will be (A) offered and sold pursuant to the Private Placement Agreement initially only to (i) Except as provided QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S and (B) issued in respect of certain Accrued Senior Note Interest pursuant to Section 1145. The Original Notes may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein, and the Original Notes issued pursuant to Section 1145 may thereafter be transferred without restrictions on transfer. Original Notes initially sold pursuant to Rule 144A shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). Regulation S ; Original Notes initially resold to Institutional Accredited Investors shall be represented by issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); Original Notes initially sold pursuant to Regulation S shall be issued initially in the form of one or more permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”); and Original Notes initially sold pursuant to Section 1145 will be issued initially in the form of one or more permanent global notes in definitive, together fully registered form (collectively, the “Section 1145 Global Note”), in each case without interest coupons and with the global securities legend and the applicable restricted, Regulation S or Section 1145 securities legend set forth in Exhibit A-1 or Exhibit A-2 hereto. The Rule 144A Global Notes, the IAI Global Notes, the Regulation S Permanent Global Note (defined below), Notes and the Section 1145 Global Notes are collectively referred to herein as the “Regulation S Global Notes”), which . The Global Notes shall be deposited upon issuance with The Bank of New York Mellon, London Branch, as common depositary for the Depositories and registered in the name of the Depository or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of or Clearstream. Beneficial interests in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Note shall Notes or the IAI Global Notes at any time except in the limited circumstances as provided in Section 2.08. Beneficial interests in the IAI Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes or the Rule 144A Global Notes at any time except in the limited circumstances provided in Section 2.08. Beneficial interests in a permanent Regulation S Global Note will be exchangeable for beneficial interests in a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of this offering (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to the applicable procedures of the Depository. Simultaneously and then only in compliance with the authentication of requirements provided for in Section 2.08. Beneficial interests in the Section 1145 Global Note may not be exchanged for beneficial interests in the Regulation S Permanent Global NoteNotes, the Trustee shall cancel Rule 144A Global Notes or the IAI Global Notes at any time except in the limited circumstances provided in Section 2.08. Beneficial interests in the Regulation S Temporary Global NoteNotes, the Rule 144A Global Notes or the IAI Global Notes may not be exchanged for beneficial interests in the Section 1145 Global Note at any time. The Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.08. Each Global Note shall represent such of the outstanding Notes as shall be specified therein, and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions, repurchases and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Common Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.08 hereof.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository DTC or the nominee of the Depository DTC and for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the DepositoryDTC. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository DTC or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “of Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a custodian of the Depositary, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Rule 144A Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Notes. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions Each Global Note shall represent such of the “Operating Procedures outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and Trustee, in accordance with instructions given by the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held Holder thereof as required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A The Initial Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registeredregistered form (collectively, the “Initial Global Note”), any Additional Notes constituting Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) and any Additional Notes constituting Regulation S Notes initially shall be represented by one or more Notes issued initially in fully registered, global the form without interest coupons (collectively, the “of Regulation S Temporary Global Note” and, together Notes (collectively with the Regulation S Permanent Global Note (defined below)Notes, the “Regulation S Global NotesNote”), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts Issuer and authenticated by the Trustee as provided in this Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on any issue date in respect of designated agents holding on behalf of Euroclear Bank S.A./N.V.Additional Notes constituting Rule 144A Notes or Regulation S Notes, as operator deposited with the Custodian, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination a nominee of the Restricted PeriodDepositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in any Regulation S Temporary Global Note shall not be exchanged exchangeable for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Note, the Trustee shall cancel IAI Global Note or any other Note without a Restricted Notes Legend until the Regulation S Temporary expiration of the Distribution Compliance Period. The Initial Global Note. The aggregate principal amount of , Rule 144A Global Note, the Regulation S Temporary IAI Global Note and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”; provided that the term “Global Note” when used in Sections 2.1(d), 2.3(b), 2.3(g), 2.3(h)(i), 2.3(h)(ii) and 2.4 of this Appendix A and Section 2.06 of this Indenture shall also include the Unrestricted Global Note. Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Custodian, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers instructions given by the Holder thereof as required by Section 2.06 of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” this Indenture and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or ClearstreamSection 2.3(c) below.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository and for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. The Original Notes will be offered and sold by the Company pursuant to Section 1145 of the United States Bankruptcy Code (i“Section 1145”) Except as provided pursuant to the Confirmation Order and the Safeguard Plan and will be issued initially in clause (d) the form of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes permanent global notes in definitive, fully registeredregistered form (collectively, global form the “Section 1145 Global Note”) without interest coupons and with the global securities legend and the Section 1145 legend set forth in Exhibit A hereto. Additional Notes, unless registered with the SEC or exempt from registration under a different exemption, may be resold initially only to (i) QIBs in reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Additional Notes may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Additional Notes initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “Rule 144A Global NotesNote”). Regulation S ; Additional Notes initially resold to Institutional Accredited Investors shall be represented by issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Additional Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”), together in each case without interest coupons and with the global securities legend and the applicable restricted or Regulation S securities legend set forth in Exhibit A hereto. The Section 1145 Global Notes, Rule 144A Global Notes, the IAI Global Notes and the Regulation S Permanent Global Note (defined below), Notes are collectively referred to herein as the “Regulation S Global Notes”), which .” The Global Notes shall be deposited upon issuance with The Bank of New York Mellon, London Branch, as common depositary for the Depositories and registered in the name of the Depository or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of or Clearstream. Beneficial interests in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Note shall Notes or the IAI Global Notes at any time except in the limited circumstances as provided in Section 2.06. Beneficial interests in the IAI Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes or the Rule 144A Global Notes at any time except in the limited circumstances provided in Section 2.06. Beneficial interests in a permanent Regulation S Global Note will be exchangeable for beneficial interests in a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of an offering in reliance on Regulation S (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to the applicable procedures of the Depository. Simultaneously and then only in compliance with the authentication of requirements provided for in Section 2.06. Beneficial interests in the Section 1145 Global Note may not be exchanged for beneficial interests in the Regulation S Permanent Global NoteNotes, the Trustee shall cancel Rule 144A Global Notes or the IAI Global Notes at any time except in the limited circumstances provided in Section 2.06. Beneficial interests in the Regulation S Temporary Global NoteNotes, the Rule 144A Global Notes or the IAI Global Notes may not be exchanged for beneficial interests in the Section 1145 Global Note at any time. The Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.06. Each Global Note shall represent such of the outstanding Notes as shall be specified therein, and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions, repurchases and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Common Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Initial Notes initially resold pursuant to Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, and Initial Notes initially resold pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in fully registered, registered form with the global form without interest coupons securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture (collectively, the “Regulation S Temporary Global Note” ”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(c) hereof, beneficial ownership interest in a Regulation S Global Note shall be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note 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 a Definitive Note, in compliance with the requirements described in Section 2.4 and, together with subject to Section 2.4 hereof, Initial Notes transferred subsequent to the Regulation S Permanent Global Note initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in registered form (defined below)collectively, the “Regulation S IAI Global NotesNote”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Depository applicable Depositary or the a nominee of the Depository for applicable Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Issuer and authenticated by the Trustee or the Authentication Agent as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests provided in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the DepositoryIndenture. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Note, the Trustee shall cancel the IAI Global Note and Regulation S Temporary Global Note. Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository applicable Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Initial Notes initially resold pursuant to Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) with the restricted securities legend set forth in Exhibit A to this Indenture, and Initial Notes initially resold pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to this Indenture (the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b), beneficial ownership interest in a Regulation S Global Note will be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Regulation S Global Note 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 a Definitive Note, in compliance with the requirements described in Section 2.4 and, subject to Section 2.4 hereof, Initial Notes transferred subsequent to the initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary IAI Global Note” and”), together in each case without interest coupons and with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”)global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Depository applicable Depositary or the a nominee of the Depository for applicable Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Company and authenticated by the Trustee or the Authentication Agent as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Note, the Trustee shall cancel the IAI Global Note and Regulation S Temporary Global Note. Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository applicable Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes offered and sold in clause (d) of Section 2.2 below, Rule 144A Notes initially reliance on Regulation S shall be represented by issued initially in the form of one or more Global Notes substantially in definitivethe form of Exhibit A hereto, fully registeredwith such applicable legends as are provided in Exhibit A hereto, global form without interest coupons except as otherwise permitted herein (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global NotesNote”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.its nominee, as operator the case may be, for credit to an account of the Euroclear system DTC or members of, or participants and account holders in DTC (“EuroclearParticipants”) or Clearstream Banking(or, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication case of the Regulation S Permanent Global NoteNotes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee shall cancel (or an authenticating agent appointed by the Regulation S Temporary Global NoteTrustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the Trustee purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in connection accordance with transfers of interest Section 2.02) as hereinafter provided. The provisions aggregate principal amount of the “Operating Procedures of Restricted Global Note may from time to time be increased or decreased by adjustments made by the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and Registrar on Schedule A to the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Restricted Global Note and recorded in the Regulation S Permanent Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “IAI Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depository, and registered in the name of the Depository or its nominee, as the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note that may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the IAI Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold to the Issuer or any Subsidiary of the Issuer shall be issued in the form of certificated notes substantially in the form of Exhibit A hereto, with such applicable legends as are held by participants through Euroclear provided in Exhibit A hereto, except as otherwise permitted herein. Such certificated notes shall be issued as set forth in Section 2.10(b). Such Notes may be transferred to interests in a Global Note upon transfer of such Note to someone other than the Issuer or Clearstreama Subsidiary permitted hereby.

Global Notes. (i) Except as provided Notes offered and sold in clause (dreliance on Section 3(a)(10) of Section 2.2 below, Rule 144A Notes initially the Securities Act shall be represented by issued initially in the form of one or more Global Notes substantially in definitivethe form of Exhibit A hereto, fully registeredwith such applicable legends as are provided in Exhibit A hereto, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”)except as otherwise permitted herein, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the nominee of the Depository case may be, for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Clearstream, as operator of duly executed by the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Issuer and authenticated by the Trustee shall cancel (or an authenticating agent appointed by the Regulation S Temporary Global NoteTrustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Unrestricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Unrestricted Global Note and recorded in the Security Register, as hereinafter provided. All Notes issues on the records date of this Indenture shall be Unrestricted Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Regulation S Global Note”), which shall be deposited on behalf of the Trustee purchasers of the Notes represented thereby with the Common Depositary, and registered in the Depository name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in connection accordance with transfers of interest Section 2.02) as hereinafter provided. The provisions aggregate principal amount of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Regulation S Permanent Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Note that Notes substantially in the form of Exhibit A hereto, with such applicable legends as are held by participants through provided in Exhibit A hereto, except as otherwise permitted herein (the “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. (i) Except Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a temporary Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in clause Exhibit A hereto, except as otherwise permitted herein (d) of Section 2.2 beloweach, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the a “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depository Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Clearstream, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)hereinafter provided. Following (i) the termination expiration of the Restricted PeriodPeriod and (ii) receipt by the Trustee of certification in a form reasonably satisfactory to the Trustee that beneficial interests in such Regulation S Temporary Global Notes are owned either by non-U.S. persons (as defined in Regulation S) or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act, beneficial interests in the each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto (the each, a “Regulation S Permanent Global Note” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes”) pursuant to the applicable procedures of the Depository). Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of the a Regulation S Temporary Global Note and the a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records of applicable Regulation S Temporary Global Note or the Trustee and the Depository or its nomineeapplicable Regulation S Permanent Global Note, as the case may be, and recorded in connection with transfers of interest the Security Register, as hereinafter provided. The provisions of the “The Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use governing use of Euroclear” and the “General Terms and Conditions of Clearstream BankingConditions” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A (each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. The aggregate principal amount of any Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to such Restricted Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme société anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository, Euroclear or Clearstream. Simultaneously with the authentication of the Regulation S Permanent Global Note, the First Lien Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the First Lien Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Initial Notes and Additional Notes initially resold pursuant to Rule 144A Notes initially shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) and Initial Notes and Additional Notes initially resold pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes in fully registered, temporary global form without interest coupons notes (collectively, the “Temporary Regulation S Temporary Global Note” and”); and Initial Notes and Additional Notes initially resold to IAIs shall be issued initially in the form of one or more permanent Global Notes in definitive, together with the Regulation S Permanent Global Note fully registered form (defined below)collectively, the “Regulation S IAI Global NotesNote”), in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Depository or the a nominee of the Depository for Depository, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Company and authenticated by the Trustee as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)provided in this Indenture. Following the termination of the Restricted Period, beneficial Beneficial ownership interests in the Temporary Regulation S Temporary Global Note shall will not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note, a permanent global security (the “Permanent Regulation S Global Note”), or any other Note without a legend containing restrictions on transfer of such Note prior to the expiration of the Distribution Compliance Period and then, after the expiration of the Distribution Compliance Period, may be exchanged for beneficial interests in a permanent Rule 144A Global Note, an IAI Global Note (or the “Permanent Regulation S Permanent Global Note only upon certification in form reasonably satisfactory to the Trustee that (i) beneficial ownership interests in such Temporary Regulation S Global Note 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 Note”, certification that the interest in the Temporary Regulation S Global Note is being transferred to an institutional “accredited investor” (as defined under the Securities Act) pursuant that is acquiring the securities for its own account or for the account of an institutional accredited investor. Beneficial interests in Temporary Regulation S Global Notes or IAI Global Notes may be exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in connection with a transfer of Notes in compliance with Rule 144A and (2) the transferor of the beneficial interest in the Temporary Regulation S Global Note or the IAI Global Note, 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 Note or the IAI Global Note, 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 procedures securities laws of the DepositoryStates of the United States and other jurisdictions. Simultaneously Beneficial interests in Temporary Regulation S Global Notes and Rule 144A Global Notes may be exchanged for an interest in IAI Global Notes if (1) such exchange occurs in connection with a transfer of the authentication securities in compliance with an exemption under the Securities Act and (2) the transferor of the Regulation S Permanent Global Note or Rule 144A Global Note, 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 Note or Rule 144A Global Note, as applicable, is being transferred (a) to an “accredited investor” within the meaning of Rule 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 Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, 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 Note, the Trustee shall cancel IAI Global Note, the Temporary Regulation S Temporary Global NoteNote and the Permanent Regulation S Global Note are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. The Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Notes offered and sold in reliance on Regulation S under the Securities Act (i) Except "Regulation S"), as provided in clause (d) of Section 2.2 belowthe Purchase Agreement, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (defined below), the “"Regulation S Global Notes”Note"), which shall be deposited on behalf of the transferee of the Notes represented thereby with the Trustee, as custodian, for the Depositary, and registered in the name of the Depository Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system System (“"Euroclear”") or Clearstream BankingBanking ("Clearstream"), Société Anonyme (“Clearstream”). Following duly executed by the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nomineenominee as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"), as provided in the case may bePurchase Agreement, shall be issued initially in connection the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with transfers the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto ("Rule 144A Global Note"), which shall be deposited on behalf of interest the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, 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 hereinafter provided. The provisions aggregate principal amount of the “Operating Procedures Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” Trustee and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear Depositary or Clearstreamits nominee as hereinafter provided.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository, Euroclear or Clearstream. Simultaneously with the authentication of the Regulation S Permanent Global Note, the First Lien Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the First Lien Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Depository participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee Registrar shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee Registrar and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository, Euroclear or Clearstream. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Second Lien Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Second Lien Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Depository participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes offered and sold in clause (d) of Section 2.2 below, Rule 144A Notes initially reliance on Regulation S shall be represented by issued initially in the form of one or more Global Notes substantially in definitivethe form of Exhibit A hereto, fully registeredwith such applicable legends as are provided in Exhibit A hereto, global form without interest coupons except as otherwise permitted herein (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the each a “Regulation S Global NotesNote”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depository Depositary or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.its nominee, as operator of the Euroclear system (“Euroclear”) or Clearstream Bankingcase may be, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, duly executed by OPTI and authenticated by the Trustee shall cancel (or an authenticating agent appointed by the Regulation S Temporary Global NoteTrustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to a Regulation S Global Note and recorded in the records Security Register, as hereinafter provided. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (each a “Restricted Global Note”), which shall be deposited on behalf of the Trustee purchasers of the Notes represented thereby with the Depositary, and registered in the Depository name of the Depositary or its nominee, as the case may be, duly executed by OPTI and authenticated by the Trustee (or its agent in connection accordance with transfers of interest Section 2.02) as hereinafter provided. The provisions aggregate principal amount of the “Operating Procedures of Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable Registrar on Schedule A to transfers of beneficial interests in the Regulation S Temporary a Restricted Global Note and recorded in the Regulation S Permanent Security Register, as hereinafter provided. If and when issued, Exchange Notes offered to Holders, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (each an “Exchange Global Note”), which shall be deposited on behalf of the Holders of the Exchange Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by OPTI and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Exchange Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to an Exchange Global Note and recorded in the Security Register, as hereinafter provided. Upon the transfer, exchange or replacement of any Initial Note remaining outstanding after the consummation of an Exchange Offer, the Registrar shall deliver such new Initial Note only in global form, subject to Section 2.10, and such new Initial Note shall continue to bear the applicable legends set forth in Exhibit A hereto. In the case of a Restricted Global Note, such legends shall include the Private Placement Legend unless (x) the appropriate period referred to in Rule 144(k) under the Securities Act has elapsed or (y) there is delivered to the Registrar an opinion of counsel reasonably satisfactory to OPTI and the Trustee to the effect that neither such legend nor the related restrictions on transfer are held by participants through Euroclear required in order to maintain compliance with the Securities Act. Upon the transfer, exchange or Clearstreamreplacement of any Note pursuant to a Shelf Registration Statement, the Registrar shall deliver such new Note only in global form, subject to Section 2.10, and such new Note shall continue to bear the applicable legends set forth in Exhibit A hereto; provided, however, that such new Note shall not be required to bear the Private Placement Legend set forth in Exhibit A hereto. Beneficial interests in any such new Note shall be reflected in the Exchange Global Note.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, The Notes initially resold pursuant to Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) with the restricted securities legend set forth in Exhibit A to this Indenture, and Notes initially resold pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note global securities legend and the applicable restricted securities legend set forth in Exhibit A to this Indenture (defined below), the “Regulation S Global NotesNote”)) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b) hereof, beneficial ownership interest in a Regulation S Global Note will be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note 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 a Definitive Note, in compliance with the requirements set forth in Section 2.4, in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depository Common Depositary or the nominee of the Depository for Common Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Issuer and authenticated by the Trustee or the Authentication Agent as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the The Rule 144A Global Note and Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent are collectively referred to herein as “Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. Notes.” The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee Registrar and the Depository Common Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global Notes”). The Regulation S Global Notes initially shall be represented by issued initially in the form of one or more temporary global Notes in fully registered, global registered form without interest coupons (collectively, the “Temporary Regulation S Global Notes”). Beneficial interests in the Temporary Regulation S Global NoteNotes will be exchanged for beneficial interests in one or more corresponding permanent global Notes in fully registered form without interest coupons (the “Permanent Regulation S Global Notes” and, together with the Temporary Regulation S Permanent Global Note (defined below)Notes, the “Regulation S Global Notes”), which ) within a reasonable period after the expiration of the Restricted Period upon delivery of the certification contemplated by Section 3. The Temporary Regulation S Global Notes shall also bear the Temporary Regulation S Notes Legend. The Rule 144A Global Notes and the Regulation S Global Notes shall bear the Global Notes Legend and the Restricted Notes Legend. The Rule 144A Global Notes and the Regulation S Global Notes shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depository Depositary or the a nominee of such Depositary, duly executed by the Depository for Issuer and authenticated by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Trustee or an Authentication Agent as operator of provided in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)Indenture. Following the termination of the Restricted Period, beneficial interests in The Rule 144A Global Notes and the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Notes are each referred to herein as a permanent Global Note (the “Regulation S Permanent Global Note” and are collectively referred to herein as “Global Notes”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or Registrar and the Depository Depositary or its nominee, nominee and on the schedules thereto as the case may behereinafter provided, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” transfers, exchanges, redemptions and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers repurchases of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamtherein.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below2.01(c), notes offered and sold in connection with the Offering by the Initial Purchasers to QIBs in reliance on Rule 144A Notes initially shall be represented by issued initially in the form of one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially , which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian of the Depository, and registered in the name of the Depository or a nominee of the Depository, duly executed by one the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or more decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in fully registeredconnection with the Offering by the Initial Purchasers in reliance on Regulation S, global if any, shall be issued initially in the form without interest coupons (collectively, of the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Cedel, duly executed by the Company and authenticated by the Trustee as operator hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the Euroclear system aggregate principal amount of the Regulation S Temporary Global Note (“Euroclear”except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) or Clearstream Bankinghereof), Société Anonyme and (“Clearstream”)ii) an Officers' Certificate from the Company. Following the termination of the Restricted Period40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “one or more Regulation S Permanent Global Note”) Notes pursuant to the applicable procedures of the DepositoryApplicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions Each Global Note shall represent such of the “Operating Procedures outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and Trustee, in accordance with instructions given by the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held Holder thereof as required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme societe anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.150

Global Notes. (i) Except as provided in clause (d) Each of Section 2.2 belowthe 2012 Notes, Rule 144A the 2014 Notes initially and the 2019 Notes each shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S The 2012 Notes initially offered and sold (i) in reliance on Rule 144A shall be represented by issued initially in the form of one or more permanent Global Notes in fully registeredregistered form, global substantially in the form without interest coupons set forth in Exhibit A (collectivelythe “2012 Rule 144A Global Note”) and (ii) in “offshore transactions” in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit B (the “2012 Regulation S Global Note”). The 2014 Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit C (the “2014 Rule 144A Global Note”) and (ii) in “offshore transactions” in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit D (the “2014 Regulation S Global Note”). The 2019 Notes offered and sold (i) in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit E (the “2019 Rule 144A Global Note”), and (ii) in “offshore transactions” in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Notes in registered form, substantially in the form set forth in Exhibit F (the “2019 Regulation S Global Note”). The 2012 Regulation S Global Note, the 2014 Regulation S Global Note and the 2019 Regulation S Global Note shall each initially be issued in temporary form, and shall, during the Regulation S Restricted Period, bear the Temporary Regulation S Legend (collectively referred to herein as the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Each Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures represent such of the Depository. Simultaneously with outstanding Notes as shall be specified therein and each shall provide that it shall represent the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate principal amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.2 hereof.

Global Notes. (i) Except Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a temporary Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in clause Exhibit A hereto, except as otherwise permitted herein (d) of Section 2.2 beloweach, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the a “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depository Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Clearstream, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)hereinafter provided. Following (i) the termination expiration of the Restricted PeriodPeriod and (ii) receipt by the Trustee of certification in a form reasonably satisfactory to the Trustee that beneficial interests in such Regulation S Temporary Global Notes are owned either by non-U.S. persons (as defined in Regulation S) or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act, beneficial interests in the each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the each, a “Regulation S Permanent Global Note” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes”) pursuant to the applicable procedures of the Depository). Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of the a Regulation S Temporary Global Note and the a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records of applicable Regulation S Temporary Global Note or the Trustee and the Depository or its nomineeapplicable Regulation S Permanent Global Note, as the case may be, and recorded in connection with transfers of interest the Security Register, as hereinafter provided. The provisions of the “The Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use governing use of Euroclear” and the “General Terms and Conditions of Clearstream BankingConditions” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. The aggregate principal amount of any Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to such Restricted Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, The Notes initially resold pursuant to Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) with the restricted securities legend set forth in Exhibit A to this Indenture, and the Notes initially resold pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to this Indenture (the “Regulation S Global Note”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b), beneficial ownership interest in a Regulation S Global Note will be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Regulation S Global Note 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 a Definitive Note, in compliance with the requirements described in Section 2.4 and, subject to Section 2.4 hereof, the Notes transferred subsequent to the initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary IAI Global Note” and”), together in each case without interest coupons and with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”)global securities legend and restricted securities legend set forth in Exhibit A to this Indenture, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depository applicable Depositary or the a nominee of the Depository for applicable Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Company and authenticated by the Trustee or the Authentication Agent as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Note, the Trustee shall cancel the IAI Global Note and Regulation S Temporary Global Note. Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository applicable Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Initial Notes initially resold pursuant to Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, and Initial Notes initially resold pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in fully registered, registered form with the global form without interest coupons securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture (collectively, the “Regulation S Temporary Global Note” ”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(c) hereof, beneficial ownership interest in a Regulation S Global Note shall be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only (i) upon certification that beneficial ownership interests in such Regulation S Global Note 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 a Definitive Note, in compliance with the requirements described in Section 2.4 and, together with subject to Section 2.4 hereof, Initial Notes transferred subsequent to the Regulation S Permanent Global Note initial resale thereof to IAIs shall be issued initially in the form of one or more permanent global securities in registered form (defined below)collectively, the “Regulation S IAI Global NotesNote”), in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A to the Indenture, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Depository applicable Depositary or the a nominee of the Depository for applicable Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Issuers and authenticated by the Trustee or the Authentication Agent as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests provided in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the DepositoryIndenture. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Note, the Trustee shall cancel the IAI Global Note and Regulation S Temporary Global Note. Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository applicable Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which which, in the case of Initial Notes, shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee in the case of Initial Notes shall cancel the Regulation S Temporary Global Note. The In the case of Initial Notes, the aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a temporary Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in clause Exhibit A hereto, except as otherwise permitted herein (d) of Section 2.2 beloweach, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the a “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depository Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Clearstream, duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)hereinafter provided. Following (i) the termination expiration of the Restricted PeriodPeriod and (ii) receipt by the Trustee of certification in a form reasonably satisfactory to the Trustee that beneficial interests in such Regulation S Temporary Global Notes are owned either by non-U.S. persons (as defined in Regulation S) or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act, beneficial interests in the each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto (the each, a “Regulation S Permanent Global Note” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes”) pursuant to the applicable procedures of the Depository). Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of the a Regulation S Temporary Global Note and the a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records of applicable Regulation S Temporary Global Note or the Trustee and the Depository or its nomineeapplicable Regulation S Permanent Global Note, as the case may be, and recorded in connection with transfers of interest the Security Register, as hereinafter provided. The provisions of the “The Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use governing use of Euroclear” and the “General Terms and Conditions of Clearstream BankingConditions” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A (each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. The aggregate principal amount of any Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to such Restricted Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued in the form of one or more permanent global Notes in definitive, fully registeredregistered form, global form without interest coupons numbered A-1 upward (collectively, the “Rule 144A Global NotesNote”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in Rule 144A Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent any Unrestricted Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Notes” attached thereto and each shall provide that are held it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by participants through Euroclear the Trustee or Clearstream.the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Sections 304 and Section 305 of the Base Indenture and Section 2.2(c) of this Appendix A.

Global Notes. (i) Except as provided Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “of Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a custodian of the Depositary, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Rule 144A Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Notes. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “General Terms "Management Regulations" and Conditions "Instructions to Participants" of Clearstream Banking” and “Customer Handbook” of Clearstream Cedel shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note Notes and the Regulation S Permanent Global Note Notes that are held by participants Participants through Euroclear or ClearstreamCedel. The Trustee shall have no obligation to notify Holders of any such procedures or to monitor or enforce compliance with the same. Except as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Global Notes. Notes offered and sold to a "qualified institutional buyer" (i) Except as provided defined in clause (d) of Section 2.2 below, Rule 144A Notes initially under the Securities Act) (a "QIB") in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be represented by issued initially in the form of one or more Notes permanent global securities in definitive, fully registered, global definitive form without interest coupons (collectivelythe "Restricted Global Note") deposited with the Trustee as custodian for the Depositary and registered in the name of Cede & Co., as nominee for the “Rule 144A Global Notes”)Depositary. Notes offered and sold to certain persons in offshore transactions in reliance on Regulation S Notes initially under the Securities Act ("Regulation S") shall be represented by issued initially in the form of one or more Notes permanent global securities in fully registered, global registered form without interest coupons (collectively, the “"Regulation S Temporary Global Note” and, ," and together with the Regulation S Permanent Restricted Global Note, the "Global Notes") which will be deposited with the Trustee as custodian for the Depositary for the respective accounts of the DTC participants for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking SA ("Clearstream") and registered in the name of Cede & Co., as nominee for the Depositary. The Global Notes shall have the global Note legend and the restricted Note legend set forth in Exhibit A hereto. The Restricted Global Note shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, as custodian for the Depositary (defined belowor with such other custodian as the Depositary may direct), the “Regulation S Global Notes”), which shall be and registered in the name of the Depository Depositary or the a nominee of the Depository Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; PROVIDED that upon such deposit all such Notes shall be credited to or through accounts of designated agents holding maintained by the Depositary by or on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by issued initially in the form of one or more Global Notes substantially in definitivethe form of Exhibit A hereto, fully registeredwith such applicable legends as are provided in Exhibit A hereto, global form without interest coupons except as otherwise permitted herein (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Restricted Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depository Depositary or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.its nominee, as operator of the Euroclear system (“Euroclear”) or Clearstream Bankingcase may be, Société Anonyme (“Clearstream”). Following duly executed by the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Issuers and authenticated by the Trustee shall cancel the Regulation S Temporary Global Note(or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records Restricted Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes, with such applicable legends as are provided in Exhibit A hereto (the “Temporary Regulation S Global Note”). Each Temporary Regulation S Global Note shall be registered in the name of the Trustee and the Depository Depositary or its nominee, as the case may be, and deposited on behalf of the purchasers of the Notes represented thereby with the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in connection accordance with transfers Section 2.02) as hereinafter provided, for credit to the respective accounts of interest the purchasers (or to such other accounts as they may direct) at the Depositary of the depositaries of Euroclear and Clearstream, for the credit to the respective accounts of owners of beneficial interests in such Temporary Regulation S Global Note. The aggregate principal amount of the Temporary Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Temporary Regulation S Global Note and recorded in the Security Register, as hereinafter provided. The provisions On or after the termination of the Restricted Period, beneficial interests in the Temporary Regulation S Global Note shall be exchangeable (in accordance with the requirements set forth in Section 2.06(b)) for an equal amount of beneficial interests in a corresponding unrestricted Global Note substantially in the form of Exhibit A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Operating Procedures Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Issuers and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at the Depositary of the depositaries of Euroclear System” and “Terms and Conditions Governing Use for Clearstream, for credit to the respective accounts of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers owners of beneficial interests in such Regulation S Global Note. Once all interests in the Temporary Regulation S Global Note have been exchanged for interests in the Regulation S Global Note, the Trustee shall cancel the Temporary Regulation S Global Note if requested to do so upon an Issuer Order. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Global Note and recorded in the Regulation S Permanent Global Note that are held by participants through Euroclear or ClearstreamSecurity Register, as hereinafter provided.

Global Notes. (i) Except Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a temporary Global Note substantially in the form of Exhibit A-1 hereto, in the case of the 2022 Notes, and Exhibit A-2 hereto, in the case of the 2024 Notes, with such applicable legends as are provided in clause Exhibit A-1 hereto, in the case of the 2022 Notes, and Exhibit A-2 hereto, in the case of the 2024 Notes, except as otherwise permitted herein (d) of Section 2.2 beloweach, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the a “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depository Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Clearstream, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)hereinafter provided. Following (i) the termination expiration of the Restricted PeriodPeriod and (ii) receipt by the Trustee of certification in a form reasonably satisfactory to the Trustee that beneficial interests in such Regulation S Temporary Global Notes are owned either by non-U.S. persons (as defined in Regulation S) or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act, beneficial interests in the each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note in the form of Exhibit A-1 hereto, in the case of the 2022 Notes, and Exhibit A-2 hereto, in the case of the 2024 Notes, with such applicable legends as are provided in Exhibit A-1 hereto, in the case of the 2022 Notes, and Exhibit A-2 hereto, in the case of the 2024 Notes, except as otherwise permitted herein (the each, a “Regulation S Permanent Global Note” and, together with the Regulation S Temporary Global Notes, the “Regulation S Global Notes”) pursuant to the applicable procedures of the Depository). Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of the a Regulation S Temporary Global Note and the a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records of applicable Regulation S Temporary Global Note or the Trustee and the Depository or its nomineeapplicable Regulation S Permanent Global Note, as the case may be, and recorded in connection with transfers of interest the Security Register, as hereinafter provided. The provisions of the “The Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use governing use of Euroclear” and the “General Terms and Conditions of Clearstream BankingConditions” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-1 hereto, in the case of the 2022 Notes, and Exhibit A-2 hereto, in the case of the 2024 Notes, with such applicable legends as are provided in Exhibit A-1 hereto, in the case of the 2022 Notes, and Exhibit A-2 hereto, in the case of the 2024 Notes, except as otherwise permitted herein (each, a “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, duly executed by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.2) as hereinafter provided. The aggregate principal amount of any Restricted Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to such Restricted Global Note and recorded in the Security Register, as hereinafter provided.

Global Notes. The Original Notes will be offered and sold by the Company pursuant to the Private Placement Agreement or issued in respect of certain Accrued Senior Note Interest accrued prior to the Restructuring Effective Date. The Original Notes will be resold initially only to (i) Except as provided QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Original Notes may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Original Notes initially resold pursuant to Rule 144A shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). Regulation S ; Original Notes initially resold to Institutional Accredited Investors shall be represented by issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Original Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”), together in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A-1 or Exhibit A-2 hereto. The Rule 144A Global Notes, the IAI Global Notes and the Regulation S Permanent Global Note (defined below), Notes are collectively referred to herein as the “Regulation S Global Notes”), which . The Global Notes shall be deposited upon issuance with The Bank of New York Mellon, London Branch, as common depositary for the Depositories and registered in the name of the Depository or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of or Clearstream. Beneficial interests in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Notes or the IAI Global Notes at any time except in the limited circumstances as provided in Section 2.08. Beneficial interests in a Regulation S Global Note shall will be exchanged exchangeable for beneficial interests in a permanent Rule 144A Global Note, an IAI Global Note or a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of this offering (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to and then only in compliance with the applicable procedures requirements provided for in Section 2.08. Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.08. Each Global Note shall represent such of the Depository. Simultaneously with outstanding Notes as shall be specified therein, and each shall provide that it shall represent the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions, repurchases and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Common Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.08 hereof.

Global Notes. (i) Except Notes offered and sold within the United States to ------------ qualified institutional investors as provided defined in clause (d) of Section 2.2 below, Rule 144A Notes initially ("QIBs") in reliance on Rule 144A shall be represented by one or more Notes issued, initially in definitive, fully registered, global the form without interest coupons (collectively, the “Rule of a 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited with the Trustee at its Corporate Trust Office, as custodian for, and registered in the name of the of, The Depository Trust Company ("DTC") or the nominee of thereof (such depositary, or any successor thereto, and any such nominee being hereinafter referred to as the Depository for "Depositary"), duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary 144A Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest Depositary as hereinafter provided. The provisions Notes offered and sold outside the United States in compliance with Regulation S under the Securities Act shall be issued initially in the form of one or more permanent global Notes in definitive fully registered form (the "Regulation S Global Note," and together with the 144A Global Note, the "Global Notes"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. Such Regulation S Global Notes shall be registered in the name of the “Operating Procedures Depositary and deposited with the Trustee at its Corporate Trust Office, as custodian for the Depositary, for credit to the respective accounts at the Depositary of the depositories for Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System” and “Terms and Conditions Governing Use of Clearance System ("Euroclear” and ") or for Clearstream Banking ("Clearstream"), societe anonyme, in turn for credit to the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers respective accounts of beneficial interests owners of the Notes represented thereby in accordance with the rules thereof. The aggregate principal amount of the Regulation S Temporary Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Registrar and the Regulation S Permanent Global Note that are held by participants through Euroclear or ClearstreamDepositary as hereinafter provided.

Global Notes. (a) On the Closing Date, the Company shall cause to be executed and delivered to the Trustee in the manner specified in Section 3.03 (i) Except for Notes of each series sold within the United States to "qualified institutional buyers" as provided defined in clause (d) of Section 2.2 below, and pursuant to Rule 144A Notes initially shall be represented by under the Securities Act, one or more restricted Global Notes (each, a "RULE 144A GLOBAL NOTE"), with the Guarantees endorsed thereon, in definitive, fully registered, global registered form without interest coupons coupons, in denominations of US$1,000 and any integral multiples of US$1,000, substantially in the form of Exhibit D hereto and (collectivelyii) for Notes of each series sold outside the United States in offshore transactions in reliance on Regulation S under the Securities Act, one or more Global Notes (each, a "REGULATION S GLOBAL NOTE") with the “Guarantees endorsed thereon, in definitive, fully registered form without interest coupons, in denominations of US$1,000 and any integral multiples of US$1,000, substantially in the form of Exhibit D hereto. The aggregate principal amount of the Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with and the Regulation S Permanent Global Notes of each series shall equal the aggregate principal amount of the Notes of such series that are to be issued on the Closing Date. Until the expiration of the Regulation S Restricted Period, beneficial interests in a Regulation S Global Note may only be held through Euroclear or Clearstream. Until the expiration of the Regulation S Restricted Period, a holder of a beneficial interest in a Regulation S Global Note must provide written certification (an "OWNER NOTES CERTIFICATION") to Euroclear or Clearstream, as the case may be, that the beneficial owner of the interest in such Global Note is not a U.S. Person (as defined in Rule 902(k) under the Securities Act) or is a U.S. Person who purchased such beneficial interest in a transaction that did not require registration under the Securities Act in the form set forth in Exhibit G, and, if permitted under their procedures, Euroclear or Clearstream, as the case may be, must provide to the Trustee a similar certification in the form set forth in Exhibit H (a "DEPOSITARY CERTIFICATION"), prior to any exchange of such beneficial interest for a beneficial interest in a Regulation S Global Note. After the expiration of the Regulation S Restricted Period, beneficial interests in a Regulation S Global Note may be held through organizations other than Euroclear or Clearstream that are participants in DTC. Unless and until a Note is exchanged for an Exchange Note in connection with an effective Registration pursuant to the Registration Rights Agreement, each Rule 144A Global Note and each Individual Note (as defined below) issued in exchange for an interest in a Rule 144A Global Note (defined belowa "RESTRICTED INDIVIDUAL NOTE") shall bear the following legend (the "RULE 144A LEGEND") on the face thereof: THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), the “OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) OF THE SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE NOTES AND THE LAST DATE ON WHICH FEDEX CORPORATION OR ANY "AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF FEDEX CORPORATION WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) OR (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION TERMINATION DATE") EXCEPT (A) TO FEDEX CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT FEDEX CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, BUT ONLY IF THIS NOTE IS NOT A GLOBAL NOTE (AS DEFINED IN THE INDENTURE REFERRED TO HEREIN), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO FEDEX CORPORATION AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. Unless and until a Note is exchanged for an Exchange Note pursuant to an effective Exchange Offer Registration Statement or for an interest in a Regulation S Global Notes”Note after the expiration of the Regulation S Restricted Period, each Regulation S Global Note shall bear the following legend (the "REGULATION S LEGEND") on the face thereof: THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), which OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A "U.S. PERSON" (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE SECURITIES ACT), (2) AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE "REGULATION S RESTRICTED PERIOD") EXCEPT (A) TO FEDEX CORPORATION, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT FEDEX CORPORATION AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE TERMINATION OF THE REGULATION S RESTRICTED PERIOD. Each Global Note (i) shall be delivered by the Trustee to DTC acting as the Depositary or, pursuant to DTC's instructions, shall be delivered by the Trustee on behalf of DTC to and deposited with the Custodian, and in either case shall be registered in the name of Cede & Co., or such other name as DTC shall specify, and (ii) shall also bear a legend substantially to the following effect: "Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or the nominee its agent for registration of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.transfer, as operator of the Euroclear system (“Euroclear”) exchange or Clearstream Bankingpayment, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests and any certificate issued is registered in the Regulation S Temporary Global Note shall be exchanged for beneficial interests name of Cede & Co. or in a permanent Global Note such other name as is requested by an authorized representative of DTC (the “Regulation S Permanent Global Note”) pursuant and any payment is made to the applicable procedures Cede & Co. or to such other entity as is requested by an authorized representative of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global NoteDTC), the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nomineeANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the case may beregistered owner hereof, in connection with transfers of Cede & Co., has an interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamherein."

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global Notes”). The Regulation S Global Notes initially shall be represented by issued initially in the form of one or more temporary global Notes in fully registered, global registered form without interest coupons (collectively, the “Temporary Regulation S Global Notes”). Beneficial interests in the Temporary Regulation S Global NoteNotes will be exchanged for beneficial interests in one or more corresponding permanent global Notes in fully registered form without interest coupons (the “Permanent Regulation S Global Notes” and, together with the Temporary Regulation S Permanent Global Note (defined below)Notes, the “Regulation S Global Notes”), which ) within a reasonable period after the expiration of the Restricted Period upon delivery of the certification contemplated by Section 3. The Temporary Regulation S Global Notes shall also bear the Temporary Regulation S Notes Legend. The Rule 144A Global Notes and the Regulation S Global Notes shall bear the Global Notes Legend and the Restricted Notes Legend. The Rule 144A Global Notes and the Regulation S Global Notes shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary, and registered in the name of the Depository Depositary or the a nominee of such Depositary, duly executed by the Depository for Issuer and authenticated by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Trustee or an Authentication Agent as operator of provided in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)Indenture. Following the termination of the Restricted Period, beneficial interests in The Rule 144A Global Notes and the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Notes are each referred to herein as a permanent Global Note (the “Regulation S Permanent Global Note” and are collectively referred to herein as “Global Notes”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee or Registrar and the Depository Depositary or its nominee, nominee and on the schedules thereto as the case may behereinafter provided, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” transfers, exchanges, redemptions and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers repurchases of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamtherein.

Global Notes. Series A Notes offered and sold to (i) Except qualified institutional buyers as provided defined in clause (d) of Section 2.2 below, Rule 144A Notes initially ("QIBs") in reliance on Rule 144A, (ii) institutional accredited investors as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act ("Institutional Accredited Investors") that are not QIBs, and (iii) accredited investors as defined in Rule 501(a)(4), (5) or (6) under the Securities Act ("Accredited Investors"), shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, of the “Rule 144A Global Notes”). Regulation S Notes initially Note which, in each case, shall be deposited on behalf of the purchasers of the Series A Notes represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together thereby with the Regulation S Permanent Global Note (defined below)Depositary or its nominee at its New York office, the “Regulation S Global Notes”), which shall be and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary (the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary "Global Note shall be exchanged for beneficial interests in a permanent Global Note (Holder), duly executed by the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Rule 144A Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of Series A Notes offered and sold in reliance on Regulation S as provided in the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream Purchase Agreement shall be applicable to transfers issued initially in the form of beneficial interests in the Regulation S Temporary Global Note and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel Bank") duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Permanent Temporary Global Note that are held by participants through Euroclear or Clearstream.(except to the extent of any beneficial owners thereof who

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be registered in the name of the Depositary or a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, and together with the Regulation S Permanent Global Note (defined identified below), ) the “Regulation S Global NotesNote”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of designated agents holding beneficial interests in the Notes to non-U.S. Persons subsequent to the initial distribution. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on behalf of Euroclear Bank S.A./N.V.the Issue Date, as operator deposited with the Custodian, and registered in the name of the Euroclear system Depositary or a Exhibit 4.81 nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, if required, that beneficial ownership interests in the Regulation S Temporary Global Note 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 (“Euroclear”) or Clearstream Bankingexcept to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the DepositoryDepositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note Security and the Regulation S Permanent Global Note Security that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Initial Senior Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, definitive fully registered, global registered form without interest coupons (collectively, the “coupons. Initial Senior Notes offered and sold to QIBs in reliance on Rule 144A Global Notes”). Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S U.S. Global Notes”), which shall be deposited on behalf of the purchasers of the Initial Senior Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Initial Senior Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Global Note, which shall be deposited on behalf of the purchasers of such Initial Senior Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Cedel, duly executed by the Company and authenticated by the Trustee as operator of hereinafter provided. During the Euroclear system "40-day distribution compliance period" (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”as defined in Regulation S). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be held only through Euroclear or Cedel, and, pursuant to the Depository's procedures, Indirect Participants that hold a beneficial interest in the Regulation S Global Note shall not be able to transfer such interest to a Person that takes delivery thereof in the form of an interest in the U.S. Global Notes. Following the termination of the 40-day distribution compliance period, beneficial interests in the Regulation S Global Note may be exchanged for beneficial interests in a permanent U.S. Global Note (Notes and beneficial interests in the “U.S. Global Notes may be exchanged for beneficial interests in the Regulation S Permanent Global Note”) , pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global NoteApplicable Procedures. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions Each Global Note shall represent such of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream outstanding Senior Notes as shall be applicable specified therein and each shall provide that it shall represent the aggregate amount of Outstanding Senior Notes from time to time endorsed on Schedule A thereto and that the aggregate amount of Outstanding Senior Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of beneficial interests interests. Any endorsement on Schedule A of a Global Note to reflect the amount of any increase or decrease in the Regulation S Temporary Global Note and amount of Outstanding Senior Notes represented thereby shall be made by the Regulation S Permanent Global Note that are held Trustee in accordance with instructions given by participants through Euroclear or Clearstreamthe Holder thereof as required by Section 3.6 hereof.

Global Notes. The Original Notes will be offered and sold by the Company pursuant to the Confirmation Order and the Safeguard Plan. The Original Notes will be resold initially only to (i) Except as provided QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Original Notes may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Original Notes initially resold pursuant to Rule 144A shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). Regulation S ; Original Notes initially resold to Institutional Accredited Investors shall be represented by issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Original Notes initially resold pursuant to Regulation S shall be issued initially in the form of one or more permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”), together in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A hereto. The Rule 144A Global Notes, the IAI Global Notes and the Regulation S Permanent Global Note (defined below), Notes are collectively referred to herein as the “Regulation S Global Notes”), which .” The Global Notes shall be deposited upon issuance with The Bank of New York Mellon, London Branch, as common depositary for the Depositories and registered in the name of the Depository or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of or Clearstream. Beneficial interests in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Notes or the IAI Global Notes at any time except in the limited circumstances as provided in Section 2.06. Beneficial interests in a Regulation S Global Note shall will be exchanged exchangeable for beneficial interests in a permanent Rule 144A Global Note, an IAI Global Note or a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of this offering (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to and then only in compliance with the applicable procedures requirements provided for in Section 2.06. Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.06. Each Global Note shall represent such of the Depository. Simultaneously with outstanding Notes as shall be specified therein, and each shall provide that it shall represent the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions, repurchases and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Common Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below2.01(c), Series A Notes offered and sold to QIBs in reliance on Rule 144A Notes initially shall be represented by issued initially in the form of one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or the a nominee of the Depository for Depository, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary 144A Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest interests as hereinafter provided. Series A Notes offered and sold in reliance on Regulation S, if any, shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in one or more Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “General Terms "Management Regulations" and Conditions "Instructions to Participants" of Clearstream Banking” and “Customer Handbook” of Clearstream Cedel shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes, if any, that are held by participants Participants through Euroclear or ClearstreamCedel. The Trustee shall have no obligation to notify Holders of any such procedures or to monitor or enforce compliance with the same.

Global Notes. (i) Except as provided in clause (d) Following execution by the Company, and authentication by the Trustee, of Section 2.2 belowthe Global Notes and simultaneous with the cancellation of the Initial Certificated Notes, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Following execution by the Company, and authentication by the Trustee, of the Global Notes and simultaneous with the cancellation of the Initial Certificated Notes, Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following ) and such Regulation S Global Notes shall be deemed to be a “temporary global security” for purposes of Rule 903 under Regulation S until the termination expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary each Global Note and the Regulation S Permanent Global Note (as defined below) may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers and exchanges of interest interests therein as hereinafter herein provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream BankingBanking Luxembourg” and “CBL Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Notes”). Note") and Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “"Regulation S Global Notes”Note"), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding Company and authenticated by the Trustee as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the "IAI Global Note") shall also be issued on behalf of Euroclear Bank S.A./N.V.the Closing Date, as operator deposited with the Notes Custodian, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination a nominee of the Restricted PeriodDepositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Note shall not be exchanged exchangeable for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Note, the Trustee shall cancel IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note and the Regulation S Temporary Global Note are each referred to herein as a "Global Note" and are collectively referred to herein as "Global Notes"; provided, that the term "Global Note" when used in Sections 2.1(b) (third paragraph), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Note in global form issued in connection with a Registered Exchange Offer or Private Exchange or pursuant to a Shelf Registration Statement and any Additional Notes issued in global form and sold in a registered offering. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of Agent Members who are designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which which, in the case of Initial Notes, shall be registered in the name of the Depository or the nominee of the Depository for Depository. In the accounts case of designated agents holding Initial Notes, one or more Global Notes in fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Notes”) shall also be issued on behalf of Euroclear Bank S.A./N.V.or after the Issue Date, as operator deposited with the Notes Custodian, and registered in the name of the Euroclear system Depository or a nominee of the Depository, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, if required, that beneficial ownership interests in the Regulation S Temporary Global Note 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 (“Euroclear”) or Clearstream Bankingexcept to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “of Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a custodian of the Depositary, and registered in the name of the Depository Depositary or a nominee of the Depositary, duly executed by Holdings and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Cedel, duly executed by Holdings and authenticated by the Trustee as operator hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the Euroclear system aggregate principal amount of the Regulation S Temporary Global Note (“Euroclear”except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.6(a)(ii) or Clearstream Bankinghereof), Société Anonyme and (“Clearstream”)ii) an Officers' Certificate from Holdings certifying as to the same matters covered in clause (i) above. Following the termination of the Restricted Period40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) Note pursuant to the applicable procedures of the DepositoryApplicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note Notes and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions Each Global Note shall represent such of the “Operating Procedures outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and Trustee, in accordance with instructions given by the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held Holder thereof as required by participants through Euroclear or ClearstreamSection 2.6 hereof.

Global Notes. 3(a)(9) Notes shall be issued initially in the form of one or more registered global Notes, numbered 3(a)(9)-1 upward (icollectively, the “3(a)(9) Except as provided in clause (d) of Section 2.2 belowGlobal Note”), Rule 144A Notes initially shall be represented by issued initially in the form of one or more Notes in definitiveregistered global Notes, fully registered, global form without interest coupons numbered RA-1 upward (collectively, the “Rule 144A Global NotesNote”). ) and Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes in fully registeredglobal registered Notes, global form without interest coupons numbered RS-1 upward (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below”), in each case without interest coupons and bearing the “Regulation S Global Notes”)Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository Depositary for the credit to accounts of designated agents holding on behalf of the Depositary’s direct or indirect participants (including Euroclear Bank S.A./N.V.or Clearstream), duly executed by the Company and authenticated by the Trustee as operator of provided in this Indenture. Beneficial ownership interests in the Euroclear system (“Euroclear”3(a)(9) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial Global Note may be exchangeable for interests in the Regulation S Temporary Global Note shall be exchanged for only upon receipt by the Trustee of a written certification from the transferor of the beneficial interests interest in a permanent Global Note (the “form provided on the reverse side of the Initial Notes to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S Permanent Global Note”or (if available) pursuant to Rule 144 under the applicable procedures of the DepositorySecurities Act. Simultaneously with the authentication of the Regulation S Permanent The 3(a)(9) Global Note, the Trustee shall cancel Rule 144A Global Note, the Regulation S Temporary Global Note and any Unrestricted Global Note are each referred to herein as a “Global Note. The ” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the Outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate principal amount of Outstanding 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 Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Custodian, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers instructions given by the Holder thereof as required by Section 2.06 of interest as hereinafter provided. The provisions this Indenture and Section 2.3(c) of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.this Appendix A.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule "RULE 144A Global Notes”GLOBAL NOTES"). ; Regulation S Notes initially shall be represented by issued initially in the form of one or more temporary global Notes in fully registered, global form without interest coupons (collectively, the “Regulation "TEMPORARY REGULATION S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined belowGLOBAL NOTES"), in each case without interest coupons and bearing the “Regulation S Global Notes”)Notes Legend and Private Placement Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Temporary Regulation S Global Note shall not be exchangeable for interests in the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Rule 144A Global Note, as operator of a permanent global Note (the Euroclear system (“Euroclear”"PERMANENT REGULATION S GLOBAL NOTE" and, together with the Temporary Regulation S Global Note, the "REGULATION S GLOBAL NOTES") or Clearstream Banking, Société Anonyme (“Clearstream”). Following any other Note without a Private Placement Legend until the termination expiration of the Restricted Period. If any Initial Additional Notes are IAI Notes offered and sold by the Company or initially resold by an Initial Purchaser thereof, beneficial interests in such IAI Notes shall not be represented by a Global Note. The Rule 144A Global Notes and the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Notes are each referred to herein as a permanent Global Note ("GLOBAL NOTE" and are collectively referred to herein as "GLOBAL NOTES," PROVIDED, that the “Regulation S Permanent term "Global Note”" when used in Sections 2.1(b), 2.1(c), 2.1(d), 2.2(g)(i), 2.2(h)(i) pursuant to the applicable procedures of the Depository. Simultaneously and 2.3 shall also include any Note in global form issued in connection with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Notea Registered Exchange Offer. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions ; PROVIDED, HOWEVER, the aggregate principal amount of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream Notes outstanding at any time shall be applicable to transfers as provided in SECTION 303 of beneficial interests this Indenture except in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamaccordance 123 with SECTION 306 of this Indenture.

Global Notes. (i) Except as provided Senior Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes shall, and to Institutional Accredited Investors who are not QIBs at the request of each such Institutional Accredited Investor may, be issued initially shall be represented by one or more Notes in definitive, fully registered, global the form without interest coupons (collectively, the “Rule of 144A Global Notes”), which shall be deposited on behalf of the purchasers of the Senior Notes represented thereby with a custodian of the Depository, and registered in the name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Senior Notes offered and sold in reliance on Regulation S Notes initially shall be represented by one or more Notes issued initially in fully registered, global the form without interest coupons (collectively, of the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Senior Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Cedel, duly executed by the Company and authenticated by the Trustee as operator hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the Euroclear system aggregate principal amount of the Regulation S Temporary Global Note (“Euroclear”except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) or Clearstream Bankinghereof), Société Anonyme and (“Clearstream”)ii) an Officers' Certificate from the Company. Following the termination of the Restricted Period40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) Notes pursuant to the applicable procedures of the DepositoryApplicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Senior Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Senior Notes from time to time endorsed thereon and that the aggregate amount of outstanding Senior Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Senior Notes represented thereby shall be made by the Trustee or the Senior Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “General Terms "Management Regulations" and Conditions "Instructions to Participants" of Clearstream Banking” and “Customer Handbook” of Clearstream Cedel shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes that are held by participants Participants through Euroclear or ClearstreamCedel. The Trustee shall have no obligation to notify Holders of any such procedures or to monitor or enforce compliance with the same. Except as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole but not in part, only to another nominee of the Depository or to a successor of the Depository or its nominee.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global bearer form without interest coupons (collectively, the “Rule 144A Global Notes”). ) and Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global bearer form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”)) without interest coupons and bearing the Global Notes Legend and, in the case of Rule 144A Notes, the Restricted Notes Legend, which shall be registered duly executed by the Issuer, authenticated by the Trustee as provided in the name Indenture and deposited in the X/N System. Regulation S Notes shall be issued initially in the form of the Depository one or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system more temporary global Notes in bearer form (each a “EuroclearRegulation S Temporary Global Note”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in without interest coupons and bearing the Regulation S Temporary Global Note Notes Legend and the Global Notes Legend, which shall be exchanged for beneficial interests duly executed by the Issuer, authenticated by the Trustee as provided in a permanent the Indenture and deposited in the X/N System. The Regulation S Global Note will be exchangeable for a single permanent global Note, (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously ” and together with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the each Regulation S Temporary Global Note a “Regulation S Global Note”) without interest coupons and bearing the Global Notes Legend, which shall be duly executed by the Issuer, authenticated by the Trustee as provided in the Indenture and deposited in the X/N System. The aggregate principal amount After the expiration of the applicable “distribution compliance period” (as defined in Regulation S) and the certification required by Regulation S. Prior to such time, a beneficial interest in the Regulation S Temporary Global Note may be transferred to a person who takes delivery in the form of an interest in the Rule 144A Global Note only in accordance with Section 2.3 hereof. Book-Entry Interests in the Regulation S Global Notes shall not be exchangeable for interests in the Rule 144A Global Notes until the expiration of the Restricted Period. The Rule 144A Global Notes and the Regulation S Permanent Global Notes are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”; provided that the term “Global Note” when used in Sections 2.3(k)(i) and 2.3.(l)(i) shall also include any Note in global form issued in connection with a Registered Exchange Offer or Private Exchange. The aggregate principal amount at maturity of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Principal Paying and Domiciliary Agent, Trustee and and/or the Depository or its nomineeNBB, as applicable, and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. The Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Notes transferred in reliance on Regulation S under the Securities Act (i) Except "REGULATION S"), as provided in clause (dSection 2.06(a)(ii) of Section 2.2 belowhereof, Rule 144A Notes initially shall be represented by issued in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (the "REGULATION S Permanent Global Note (defined below), the “Regulation S Global Notes”GLOBAL NOTE"), which shall be deposited on behalf of the transferee of the Notes represented thereby with the Trustee, as custodian, for the Depositary, and registered in the name of the Depository Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system System (“Euroclear”"EUROCLEAR") or Clearstream BankingCedelbank ("CEDEL"), Société Anonyme (“Clearstream”). Following duly executed by the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nomineenominee as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in the case may bePurchase Agreement, shall be issued initially in connection the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with transfers the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of interest the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, 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 hereinafter provided. The provisions aggregate principal amount of the “Operating Procedures Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” Trustee and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear Depositary or Clearstreamits nominee as hereinafter provided.

Global Notes. The Initial Notes will be offered and sold by the Company pursuant to a purchase agreement. The Initial Notes will be resold initially only to (i) Except as provided QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Initial Notes may thereafter be transferred to, among others, QIBs, Institutional Accredited Investors and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Initial Notes initially sold pursuant to Rule 144A shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). Regulation S ; Initial Notes initially resold to Institutional Accredited Investors shall be represented by issued initially in the form of one or more permanent global notes in definitive, fully registered form (collectively, the “IAI Global Note”); and Initial Notes initially sold pursuant to Regulation S shall be issued initially in the form of one or more permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”), together in each case without interest coupons and with the global securities legend and the applicable restricted legend set forth in Exhibit A-1 or Exhibit A-2 hereto. The Rule 144A Global Notes, the IAI Global Notes and the Regulation S Permanent Global Note (defined below), Notes are collectively referred to herein as the “Regulation S Global Notes”), which . The Global Notes shall be deposited upon issuance with the Common Depositary, as common depositary for the accounts of the applicable Depositories and registered in the name of the Depository or the nominee of the Depository applicable Common Depositary for the accounts of designated agents holding on behalf Euroclear or Clearstream (in the case of Euroclear Bank S.A./N.V.the Euro Notes), or with the Note Custodian, as operator custodian for the applicable Depositary and registered in the name of Cede & Co., as nominee of the Euroclear system applicable Depositary (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”in the case of the Dollar Notes). Following Beneficial interests in the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Note shall Notes or the IAI Global Notes at any time except in the limited circumstances as provided in Section 2.06. Beneficial interests in the IAI Global Notes may not be exchanged for beneficial interests in the Regulation S Global Notes or the Rule 144A Global Notes at any time except in the limited circumstances provided in Section 2.06. Beneficial interests in a permanent Regulation S Global Note will be exchangeable for beneficial interests in a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of this offering (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to and then only in compliance with the applicable procedures requirements provided for in Section 2.06. Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.06. Each Global Note shall represent such of the Depository. Simultaneously with outstanding Notes as shall be specified therein, and each shall provide that it shall represent the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions, repurchases and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Common Depositary, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (i) Except as provided Sterling Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “Rule of a Sterling 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding deposited on behalf of Euroclear Bank S.A./N.V., as operator the purchasers of the Euroclear system (“Euroclear”) or Clearstream BankingSterling Notes represented thereby pursuant to the Sterling Deposit Agreement, Société Anonyme (“Clearstream”)duly executed by the Company and authenticated by the Trustee as hereinafter provided. Following Sterling Notes offered and sold in reliance on Regulation S shall be issued initially in the termination form of a Sterling Regulation S Global Note, which shall be deposited on behalf of the Restricted Periodpurchasers of the Sterling Notes represented thereby pursuant to the Sterling Deposit Agreement, beneficial interests duly executed by the Company and authenticated by the Trustee as hereinafter provided. Sterling Unrestricted Global Notes shall be issued in accordance with Section 2.7 (b)(iii), 2.7(d)(ii), 2.7(d)(iii) and 2.7(f) and shall be deposited pursuant to the Sterling Deposit Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Dollar 144A Global Note(s) of each Class of Dollar Notes, which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby pursuant to the Dollar Deposit Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S Temporary shall be issued initially in the form of one or more Dollar Regulation S Global Note(s) of each Class of Dollar Notes, which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby pursuant to the Dollar Deposit Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Dollar Unrestricted Global Notes shall be issued in accordance with Section 2.7 (b)(iii), 2.7(d)(ii), 2.7(d)(iii) and 2.7(f) and shall be deposited pursuant to the Dollar Deposit Agreement, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures represent such of the Depository. Simultaneously with outstanding Notes as shall be specified therein and each shall provide that it shall represent the authentication aggregate principal amount at maturity of outstanding Discount Notes or aggregate principal amount outstanding of Cash Pay Notes, as applicable, from time to time endorsed thereon and that the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount at maturity of outstanding Discount Notes or aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note outstanding Cash Pay Notes, as applicable, represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, transfers of interests therein, redemptions and repurchases in accordance with the terms of this Indenture. Any endorsement of Schedule A to a Global Note to reflect the amount of any increase or decrease in the principal amount at maturity of outstanding Discount Notes or aggregate principal amount of Cash Pay Notes, as applicable, represented thereby shall be made by adjustments made on the records Principal Paying Agent or the Registrar in accordance with Sections 2.7, 3.3, 4.13 and 4.15 hereof. Except as set forth in Section 2.7(a) hereof, the Dollar Global Notes may be transferred, in whole and not in part, only to a successor of the Trustee Dollar Book-Entry Depositary and the Depository or its nominee, as the case Sterling Global Notes may bebe transferred, in connection with transfers of interest as hereinafter provided. The provisions whole and not in part, only to a successor of the “Operating Procedures of Sterling Book-Entry Depositary or the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and Note Custodian in accordance with the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or ClearstreamDeposit Agreement.

Global Notes. Notes offered and sold in connection with the Offering by the Initial Purchaser to (i) Except as provided QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially and (ii) Institutional Accredited Investors who are not QIBs otherwise than in reliance on Regulation S, shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “Rule of 144A Global Notes”). Regulation S Notes initially , which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian of the Depository, and registered in the name of the Depository or a nominee of the Depository, duly executed by one the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or more decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in fully registeredconnection with the Offering by the Initial Purchaser in reliance on Regulation S, global if any, shall be issued initially in the form without interest coupons (collectively, of the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Cedel, duly executed by the Company and authenticated by the Trustee as operator hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the Euroclear system aggregate principal amount of the Regulation S Temporary Global Note (“Euroclear”except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) or Clearstream Bankinghereof), Société Anonyme and (“Clearstream”)ii) an Officers' Certificate from the Company. Following the termination of the Restricted Period40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) Notes pursuant to the applicable procedures of the DepositoryApplicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.time

Global Notes. The Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Notes transferred in reliance on Regulation S under the Securities Act (i) Except "REGULATION S"), as provided in clause (dSection 2.06(a)(ii) of Section 2.2 belowhereof, Rule 144A Notes initially shall be represented by issued in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons (collectivelywith the Global Notes Legend, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note Legend and Restricted Notes Legend set forth in Exhibit A hereto (defined below), the “Regulation "REGULATION S Global Notes”GLOBAL NOTE"), which shall be deposited on behalf of the transferee of the Notes represented thereby with the Trustee, as custodian, for the Depositary, and registered in the name of the Depository Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system System (“Euroclear”"EUROCLEAR") or Clearstream BankingCedelbank ("CEDEL"), Société Anonyme (“Clearstream”). Following duly executed by the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nomineenominee as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in the case may bePurchase Agreement, shall be issued initially in connection the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with transfers the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of interest the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, 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 hereinafter provided. The provisions aggregate principal amount of the “Operating Procedures Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” Trustee and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear Depositary or Clearstreamits nominee as hereinafter provided.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which which, in the case of Initial Dollar Notes, shall be registered in the name of the Depository or the nominee of the Depository and, in the case of the Euro Notes, shall be registered in the name of the Common Depositary or the nominee of the Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee in the case of Initial Dollar Notes, or the Common Depositary in the case of the Initial Euro Notes, shall cancel the Regulation S Temporary Global Note. The In the case of Initial Dollar Notes, the aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The In the case of the Initial Euro Notes, the aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Common Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. In the case of the Initial Euro Notes, the provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i4(a)(2) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registeredregistered form, numbered PP-1 upward (collectively, the “4(a)(2) Global Note”), the Rule 144A Notes shall be issued initially in the form of one or more permanent global form without interest coupons Second Lien Exchangeable Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global NotesNote”). ) and Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes in fully registeredglobal Second Lien Exchangeable Notes, global form without interest coupons numbered RS-1 upward (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below”), in each case without interest coupons and bearing the “Regulation S Global Notes”)Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Second Lien Exchangeable Notes represented thereby with the Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Company and authenticated by the Trustee as provided in this Second Lien Exchangeable Notes Indenture. One or more global Second Lien Exchangeable Notes in definitive, as operator fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued at the request of the Euroclear system (“Euroclear”) or Clearstream BankingTrustee, Société Anonyme (“Clearstream”). Following deposited with the termination Custodian, and registered in the name of the Restricted PeriodDepositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Second Lien Exchangeable Notes Indenture to accommodate transfers of beneficial interests in the Second Lien Exchangeable Notes to IAIs subsequent to the initial distribution. Any 4(a)(2) Global Note, Rule 144A Global Note, IAI Global Note, Regulation S Temporary Global Note and Unrestricted Global Note is each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Second Lien Exchangeable Notes as shall be exchanged for beneficial interests specified in a permanent Global Note (the “Regulation S Permanent Schedule of Exchanges of Interests in the Global Note”) pursuant to ” attached thereto and each shall provide that it shall represent the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of Second Lien Exchangeable Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate principal amount of outstanding Second Lien Exchangeable 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 Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Second Lien Exchangeable Notes represented thereby shall be made by adjustments made on the records Trustee or the Custodian, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers instructions given by the Holder thereof as required by Section 2.06 of interest as hereinafter provided. The provisions this Second Lien Exchangeable Notes Indenture and Section 2.2(c) of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.this Appendix A.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream. With respect to any Global Notes, in the event of a conflict between the Applicable Procedures and the terms of this Indenture relating to transfer, exchange or administration of Global Notes or any beneficial interest therein, the Applicable Procedures shall control.

Global Notes. The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Initial Notes offered and sold in reliance on Regulation S under the Securities Act (i) Except "REGULATION S"), as provided in clause (d) of Section 2.2 belowthe Purchase Agreement, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons with the Global Note Legend and Regulation S Restricted Notes Legend set forth in Exhibit A hereto (collectively, the “"REGULATION S GLOBAL NOTES"). Initial Notes offered and sold to Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A Global Notes”under the Securities Act ("RULE 144A"). Regulation S Notes initially , as provided in the Purchase Agreement, shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons with the Global Notes Legend and Rule 144A Restricted Notes Legend set forth in Exhibit A hereto (in the case of Rule 144A Global Notes to be held on behalf of Euroclear or Clearstream, the "EUROPEAN RULE 144A GLOBAL NOTES," in the case of Rule 144A Global Notes to be held on behalf of DTC, the "DTC RULE 144A GLOBAL NOTES," and collectively, the “"RULE 144A GLOBAL NOTES"). The Regulation S Temporary Global Note” and, together with Restricted Notes Legend and the Regulation S Permanent Rule 144A Restricted Notes Legend as set forth in Exhibit A hereto are herein collectively called the "RESTRICTED NOTES LEGEND". Each Global Note shall be deposited on behalf of the Initial Purchasers of the Notes represented thereby with (defined below), i) in the “case of European Rule 144A Global Notes and Regulation S Global Notes”)Notes to be held on behalf of Euroclear and Clearstream, which shall be the Common Depositary, at its London office, as custodian for the Depositary, and registered in the name of the Depository Common Depositary or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.the Depositary, and (ii) in the case of DTC Rule 144A Global Notes, with the Trustee, at its New York office, as operator custodian for the Depositary, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination nominee of the Restricted PeriodDepositary, beneficial interests in either case duly executed by the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and Trustee, the Depository Common Depositary, or its nominee, and the Depositary or its nominee as hereinafter provided. Upon consummation of the Registered Exchange Offer, the Exchange Notes may be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend but not the Restricted Notes Legend set forth in Exhibit A hereto (i) in the case may beof European Rule 144A Global Notes and Regulation S Global Notes to be held on behalf of Euroclear and Clearstream, registered in connection with transfers the name of interest the Common Depositary or a nominee of the Common Depositary, and (ii) in the case of DTC Rule 144A Global Notes, registered in the name of the Depositary or the nominee of the Depositary, and in either case, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The provisions aggregate principal amount of such Global Notes may from time to time be increased or decreased by adjustments made on the records of the “Operating Procedures of Trustee, the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” Common Depositary or its nominee, and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear Depositary or Clearstreamits nominee as hereinafter provided.

Global Notes. (i) Except as provided Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially and accredited institutional investors as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act ("Accredited Investors") who are not QIBs, otherwise than in reliance on Regulation S, shall be represented evidenced by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Restricted Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together deposited with the Regulation S Permanent Global Note (defined below)Trustee, as custodian for the “Regulation S Global Notes”), which shall be Depositary and registered in the name of the Depository Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a Regulation S Temporary Global Note, deposited with the Trustee, as custodian for the Depositary and registered in the name of the Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Cedel, duly executed by the Company and authenticated by the Trustee as operator hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers' Certificate from the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) Notes pursuant to the applicable procedures of the DepositoryApplicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “General Terms "Management Regulations" and Conditions "Instructions to Participants" of Clearstream Banking” and “Customer Handbook” of Clearstream Cedel shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants the Agent Members through Euroclear or Clearstream.Cedel. Except as set forth in Section 2.6 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee. (b)

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below2.01(c), Notes offered and sold in connection with the Offering by the Initial Purchasers to QIBs in reliance on Rule 144A Notes initially shall be represented by issued initially in the form of one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially , which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian of the Depository, and registered in the name of the Depository or a nominee of the Depository, duly executed by one the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or more decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in fully registeredconnection with the Offering by the Initial Purchasers in reliance on Regulation S, global if any, shall be issued initially in the form without interest coupons (collectively, of the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Cedel, duly executed by the Company and authenticated by the Trustee as operator hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the Euroclear system aggregate principal amount of the Regulation S Temporary Global Note (“Euroclear”except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) or Clearstream Bankinghereof), Société Anonyme and (“Clearstream”)ii) an Officers' Certificate from the Company. Following the termination of the Restricted Period40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “one or more Regulation S Permanent Global Note”) Notes pursuant to the applicable procedures of the DepositoryApplicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions Each Global Note shall represent such of the “Operating Procedures outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and Trustee, in accordance with instructions given by the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held Holder thereof as required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (i) Except as provided Notes offered and sold in clause (d) of Section 2.2 below, connection with the Offering by the Initial Purchasers to QIBs in reliance on Rule 144A Notes initially otherwise than in reliance on Regulation S, shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “Rule of 144A Global Notes”). Regulation S Notes initially , which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian of the Depository, and registered in the name of the Depository or a nominee of the Depository, duly executed by one the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or more decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in fully registeredconnection with the Offering by the Initial Purchaser in reliance on Regulation S, global if any, shall be issued initially in the form without interest coupons (collectively, of the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Cedel, duly executed by the Company and authenticated by the Trustee as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)hereinafter provided. Following the Until termination of the Restricted Period"40-day restricted period" (as defined in Regulation S) ownership of beneficial interests in the Regulation S Temporary Global Note will be limited to Persons that have accounts with Euroclear or Cedel or Persons who hold interests through Euroclear or Cedel, and any resale or transfer of such interests to U.S. Persons (within the meaning of Regulation S) shall not be permitted during the 40-day restricted period unless such resale or transfer is made pursuant to Rule 144A or Regulation S. The 40- day restricted period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officer's Certificate from the Company. Within a reasonable period of time following the expiration of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global NoteNote upon delivery to DTC of certification of compliance with the transfer restrictions applicable to the Notes and pursuant to Regulation S under the Securities Act as hereinafter provided. Following the termination of the 40-day restricted period, the Trustee shall cancel beneficial interests in the Regulation S Temporary Permanent Global NoteNote may also be held through organizations other than Cedel or Euroclear that are Participants. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions Each Global Note shall represent such of the “Operating Procedures outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and Trustee, in accordance with instructions given by the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held Holder thereof as required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. Series A Notes offered and sold to (i) Except QIBs in reliance on Rule 144A, (ii) Institutional Accredited Investors that are not QIBs, and (iii) accredited investors as provided defined in clause Rule 501(a)(4), (d5) of Section 2.2 belowor (6) under the Securities Act ("Accredited Investors"), Rule 144A Notes initially shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, of the “Rule 144A Global Notes”). Regulation S Notes initially Note which, in each case, shall be deposited on behalf of the purchasers of the Series A Notes represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together thereby with the Regulation S Permanent Global Note (defined below)Depositary or its nominee at its New York office, the “Regulation S Global Notes”), which shall be and registered in the name of the Depository Depositary or a nominee of the Depositary (the "Global Note Holder"), duly executed by Services and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Series A Notes offered and sold in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially in the form of the Regulation S Temporary Global Note and shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel Bank") duly executed by Services and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel Bank S.A./N.V., as operator certifying that they have received certification of non-United States beneficial ownership of 100% of the Euroclear system aggregate principal amount of the Regulation S Temporary Global Note (“Euroclear”except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(b)(ii) or Clearstream Bankinghereof), Société Anonyme and (“Clearstream”)ii) an Officers' Certificate from Services. Following the termination of the Restricted Period40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the DepositoryNotes. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers the transfer of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interest. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “"General Terms and Conditions of Clearstream Banking” Cedel Bank" and “"Customer Handbook” " of Clearstream Cedel Bank shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes that are held by participants the Holders through Euroclear or ClearstreamCedel Bank. Except as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Global Notes. (i) Except as provided Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “of Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a custodian of the Depositary, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Rule 144A Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nomineenominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the case may beDepositary, and registered in connection with transfers the name of interest the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The provisions "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the “Operating Procedures aggregate principal amount of the Euroclear System” Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and “Terms who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and Conditions Governing Use (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Following the termination of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note and the shall be exchanged for beneficial interests in Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S

Global Notes. The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Initial Notes offered and sold in reliance on Regulation S under the Securities Act (i) Except "REGULATION S"), as provided in clause (d) of Section 2.2 belowthe Purchase Agreement, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons with the Global Note Legend and Regulation S Restricted Notes Legend set forth in Exhibit A hereto (collectively, the “"REGULATION S GLOBAL NOTES"). Initial Notes offered and sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A Global Notes”under the Securities Act ("RULE 144A"). Regulation S Notes initially , as provided in the Purchase Agreement, shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons with the Global Notes Legend and Rule 144A Restricted Notes Legend set forth in Exhibit A hereto (in the case of Rule 144A Global Notes to be held on behalf of Euroclear, the "EUROCLEAR RULE 144A GLOBAL NOTES," in the case of Rule 144A Global Notes to be held on behalf of DTC, the "DTC RULE 144A GLOBAL NOTES," and collectively, the “"RULE 144A GLOBAL NOTES,") The Regulation S Temporary Global Note” and, together with Restricted Notes Legend and the Regulation S Permanent Rule 144A Restricted Notes Legend as set forth in Exhibit A hereto are herein collectively called the "RESTRICTED NOTES LEGEND". Each Global Note shall be deposited on behalf of the Initial Purchasers of the Notes represented thereby with (defined below), i) in the “case of Euroclear Rule 144A Global Notes and Regulation S Global Notes”)Notes to be held on behalf of Euroclear and Cedel the Common Depositary, which shall be at its London office, as custodian for the Depositary, and registered in the name of the Depository Common Depositary or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.the Depositary, and (ii) in the case of DTC Rule 144A Global Notes, with the Trustee, at its New York office, as operator custodian for the Depositary, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination nominee of the Restricted PeriodDepositary, beneficial interests in either case duly executed by the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and Trustee, the Depository Common Depositary, or its nominee, and the Depositary or its nominee as hereinafter provided. Upon consummation of the Registered Exchange Offer, the Exchange Notes may be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend but not the Restricted Notes Legend set forth in Exhibit A hereto (i) in the case may beof Euroclear Rule 144A Global Notes and Regulation S Global Notes to be held on behalf of Euroclear and Cedel, registered in connection with transfers the name of interest the Common Depositary or a nominee of the Common Depositary, and (ii) in the case of DTC Rule 144A Global Notes, registered in the name of the Depositary or the nominee of the Depositary, and in either case, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The provisions aggregate principal amount of such Global Notes may from time to time be increased or decreased by adjustments made on the records of the “Operating Procedures Trustee the Common Depositary or its nominee, and the Depositary or its nominee as hereinafter provided. After a transfer of any Initial Notes during the period of the Euroclear System” effectiveness of a Shelf Registration Statement with respect to the Initial Notes and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable pursuant thereto, all requirements for Restricted Notes Legends on such Initial Note will cease to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamapply.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below)coupons, the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of the designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following The Regulation S Global Note shall be deemed a “temporary global note” for purposes of Regulation S until the termination expiration of the Restricted Period, beneficial interests in the whereupon such Regulation S Temporary Global Note shall will henceforth be exchanged deemed a “permanent global note” for beneficial interests in a permanent Global Note (purposes of Regulation S and the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee temporary global note” shall cancel the Regulation S Temporary Global Notealso be deemed cancelled. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes offered and sold in clause (d) of Section 2.2 below, connection with the Offering by the Initial Purchasers to QIBs in reliance on Rule 144A Notes initially otherwise than in reliance on Regulation S, shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “Rule of 144A Global Notes”). Regulation S Notes initially , which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian of the Depository, and registered in the name of the Depository or a nominee of the Depository, duly executed by one the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the 144A Global Notes may from time to time be increased or more decreased by adjustments made on the records of the Trustee and the Depository or its nominee as hereinafter provided. Notes offered and sold in fully registeredconnection with the Offering by the Initial Purchaser in reliance on Regulation S, global if any, shall be issued initially in the form without interest coupons (collectively, of the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depository, and registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Cedel, duly executed by the Company and authenticated by the Trustee as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)hereinafter provided. Following the Until termination of the Restricted Period"40-DAY RESTRICTED PERIOD" (as defined in Regulation S) ownership of beneficial interests in the Regulation S Temporary Global Note will be limited to Persons that have accounts with Euroclear or Cedel or Persons who hold interests through Euroclear or Cedel, and any resale or transfer of such interests to U.S. Persons (within the meaning of Regulation S) shall not be permitted during the 40-day restricted period unless such resale or transfer is made pursuant to Rule 144A or Regulation S. The 40-day restricted period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depository, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officer's Certificate from the Company. Within a reasonable period of time following the expiration of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global NoteNote upon delivery to DTC of certification of compliance with the transfer restrictions applicable to the Notes and pursuant to Regulation S under the Securities Act as here- inafter provided. Following the termination of the 40-day restricted period, the Trustee shall cancel beneficial interests in the Regulation S Temporary Permanent Global NoteNote may also be held through organizations other than Cedel or Euroclear that are Participants. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions Each Global Note shall represent such of the “Operating Procedures outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and Trustee, in accordance with instructions given by the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held Holder thereof as required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which which, in the case of Initial Notes, shall be registered in the name of the Depository or the nominee of the Depository for Depository. In the accounts case of designated agents holding Initial Notes, one or more Global Notes in fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Notes”) shall also be issued on behalf of Euroclear Bank S.A./N.V.or after the Issue Date, as operator deposited with the Notes Custodian, and registered in the name of the Euroclear system Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, if required, that beneficial ownership interests in the Regulation S Temporary Global Note 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 (“Euroclear”) or Clearstream Bankingexcept to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be registered in the name of the Depositary or a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, and together with the Regulation S Permanent Global Note (defined identified below), ) the “Regulation S Global NotesNote”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of designated agents holding beneficial interests in the Notes to non-U.S. Persons subsequent to the initial distribution. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on behalf of Euroclear Bank S.A./N.V.the Issue Date, as operator deposited with the Custodian, and registered in the name of the Euroclear system Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs Exhibit 4.79 subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, if required, that beneficial ownership interests in the Regulation S Temporary Global Note 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 (“Euroclear”) or Clearstream Bankingexcept to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the DepositoryDepositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note Security and the Regulation S Permanent Global Note Security that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes of any series initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes of any series initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note of any series shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note of any series may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided The Notes are being offered and sold by the Issuer to the Initial Purchaser pursuant to the Note Purchase Agreement. Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “of Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be delivered by the Trustee to the Security Depository or pursuant to the Security Depository’s instructions, and registered in the name of the Security Depository or a nominee of the Security Depository, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Notes may from time to time be increased (up to the maximum authorized amount) or decreased by adjustments made on the records of the Trustee and the Security Depository or its nominee as hereinafter provided. The Trustee shall not be liable for any error or omission by the Security Depository in making such record adjustments and the records of the Trustee shall be controlling with regard to the outstanding principal amount of Rule 144A Global Notes hereunder. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note and shall be delivered by the Trustee to the Security Depository or pursuant to the Security Depository’s instructions, and registered in the name of the Security Depository or the nominee of the Security Depository for the investors’ respective accounts of designated agents holding on behalf of at Euroclear Bank S.A./N.V., S.A./N.V. as operator of and banker to the Euroclear system System (“Euroclear”) or Clearstream Banking, Société Anonyme société anonyme (“Clearstream”), duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The “40-day restricted period” (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of a written certificate substantially in the form of Exhibit G attached hereto from each prospective Note Owner, together with copies of certificates from Euroclear and Clearstream, certifying that they have received certification from 100% of the aggregate principal amount of the Regulation S Temporary Global Note that such Note Owners (i) are not U.S. Persons and (ii) purchased such beneficial interest in an offshore transaction. Following the termination of the Restricted Period40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to Notes which will be deposited with the applicable procedures Trustee, as custodian, and registered in the name of a nominee of the Security Depository. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee shall cancel the Regulation S Temporary Global Note. Notwithstanding any other provision of this Indenture, the Trustee shall not (i) pay interest or principal on any beneficial interest of the Regulation S Temporary Global Note or (ii) permit any exchange of any beneficial interest in the Regulation S Temporary Global Note for a beneficial interest in the Regulation S Permanent Global Note with respect to any beneficial interest held by any Note Owner that has not provided to the Trustee a written certificate in substantially the form attached hereto as Exhibit G. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased (up to the maximum authorized amount) or decreased by adjustments made on the records of the Trustee and the Security Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The Trustee shall incur no liability for any error or omission of the Security Depository in making such record adjustments and the records of the Trustee shall be controlling with regard to the outstanding principal amount of Regulation S Global Notes hereunder. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee, or by the Note Registrar at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.07 hereof. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream BankingManagement Regulations” and “Customer HandbookInstructions to Participants” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes that are held by the members of, or participants in, the Security Depository (the “Agent Members”) through Euroclear or Clearstream. Except as set forth in Section 2.07 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Security Depository or to a successor of the Security Depository or its nominee.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Notes”). Note") and Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “"Regulation S Global Notes”Note"), in each case without interest coupons and bearing the Global Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding Issuers and authenticated by the Trustee as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the "IAI Global Note") shall also be issued on behalf of Euroclear Bank S.A./N.V.the Closing Date, as operator deposited with the Notes Custodian, and registered in the name of the Euroclear system (“Euroclear”) Depositary or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination a nominee of the Restricted PeriodDepositary, duly executed by the Issuers and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Note shall not be exchanged exchangeable for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Note, the Trustee shall cancel IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note and the Regulation S Temporary Global Note are each referred to herein as a "Global Note" and are collectively referred to herein as "Global Notes", provided, that the term "Global Note" when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 of this Appendix shall also include any Note in global form issued in connection with a Registered Exchange Offer or Private Exchange. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i1) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants Participants through Euroclear or Clearstream. AI Notes initially shall be represented by one or more Notes in definitive, fully registered global form without interest coupons (collectively, the “AI Global Notes”).

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”), without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, which shall be registered in the name of the Depositary or a nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture. Regulation S Notes initially shall be represented by issued initially in the form of one or more global Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, and together with the Regulation S Permanent Global Note (defined identified below), ) the “Regulation S Global NotesNote”), without interest coupons and bearing the Global Notes Legend, the Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of designated agents holding beneficial interests in the Notes to non-U.S. Persons subsequent to the initial distribution. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Note”) shall also be issued on behalf of Euroclear Bank S.A./N.V.the Issue Date, as operator deposited with the Custodian, and registered in the name of the Euroclear system Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Global Note shall not be exchangeable for interests in the Rule 144A Global Note, the IAI Global Note or any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Temporary Global Note and the Regulation S Permanent Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes”. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee and on the schedules thereto as hereinafter provided. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee, if required, that beneficial ownership interests in the Regulation S Temporary Global Note 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 (“Euroclear”) or Clearstream Bankingexcept to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, upon receipt of an Issuer Order, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures Applicable Procedures of the DepositoryDepositary. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note Security and the Regulation S Permanent Global Note Security that are held by participants through Euroclear or Clearstream.

Global Notes. Notes offered and sold to a "qualified institutional buyer" (i) Except as provided defined in clause (d) of Section 2.2 below, Rule 144A Notes initially under the Securities Act) (a "QIB") in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be represented by issued initially in the form of one or more Notes permanent global security in definitive, fully registered, global definitive form without interest coupons (collectivelythe "Restricted Global Note") deposited with the Trustee as custodian for the Depositary and registered in the name of Cede & Co., as nominee for the “Rule 144A Global Notes”)Depositary. Notes offered and sold to certain persons in offshore transactions in reliance on Regulation S Notes initially under the Securities Act ("Regulation S") shall be represented by issued initially in the form of one or more Notes permanent global securities in fully registered, global registered form without interest coupons (collectively, the “"Regulation S Temporary Global Note” and, ," and together with the Regulation S Permanent Restricted Global Note, the "Global Notes") which will be deposited with the Trustee as custodian for the Depositary for the respective accounts of the DTC participants for Mxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear"), and Cedel Bank societe anonyme ("Cedel") and registered in the name of Cede & Co., as nominee for the Depositary. The Global Notes shall have the global Note legend and the restricted Note legend set forth in Exhibit A hereto. The Restricted Global Note shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, as custodian for the Depositary (defined belowor with such other custodian as the Depositary may direct), the “Regulation S Global Notes”), which shall be and registered in the name of the Depository Depositary or the a nominee of the Depository Depositary, duly executed by CVS and authenticated by the Trustee as hereinafter provided. The Regulation S Global Note will be deposited with the Trustee, as custodian for the Depositary, duly executed by CVS and authenticated by the Trustee as hereinafter provided; provided that upon such deposit all such Notes shall be credited to or through accounts of designated agents holding maintained by the Depositary by or on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global NoteCedel. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Initial Notes initially resold pursuant to Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) with the restricted securities legend set forth in Exhibit C to this Indenture, and Initial Notes initially resold pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note global securities legend and the applicable restricted securities legend set forth in Section 2.07(c)(i) (defined below), the “Regulation S Global NotesNote”) or with such other legends as may be appropriate. Except as set forth in this Section 2.05(a) and Section 2.07(b), beneficial ownership interest in a Regulation S Global Note will be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Regulation S Global Note 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, without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit C to this Indenture, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Depository applicable Depositary or the a nominee of the Depository for applicable Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Company and authenticated by the Trustee or the Authentication Agent as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the The Rule 144A Global Note and Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent are collectively referred to herein as “Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. Notes.” The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository applicable Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. The Original Notes will be offered and sold by the Company pursuant to a purchase agreement. The Original Notes will be resold initially only to (i) Except as provided QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A and (ii) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. The Original Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S, subject to the restrictions on transfer set forth herein. Notes initially resold pursuant to Rule 144A shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ; and Notes initially resold pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes permanent global notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and”), together in each case without interest coupons and with the global securities legend and the applicable restricted securities legend set forth in Exhibit A hereto. The Rule 144A Global Notes and the Regulation S Permanent Global Note (defined below), Notes are collectively referred to herein as the “Regulation S Global Notes”), which . The Global Notes shall be deposited upon issuance with the Depositary and registered in the name of the Depository or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of or Clearstream. Beneficial interests in the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, Rule 144A Global Notes may not be exchanged for beneficial interests in the Regulation S Temporary Global Notes at any time except in the limited circumstances as provided in Section 2.06. Beneficial interests in a Regulation S Global Note shall will be exchanged exchangeable for beneficial interests in a permanent Rule 144A Global Note or a Definitive Note only after the expiration of the period through and including the 40th day after the later of the commencement and the closing of this offering (the “Regulation S Permanent Global NoteDistribution Compliance Period”) pursuant to and then only in compliance with the applicable procedures requirements provided for in Section 2.06. Beneficial interests in the Global Notes may not be exchanged for Definitive Notes except in the limited circumstances provided in Section 2.06. Each Global Note shall represent such of the Depository. Simultaneously with outstanding Notes as shall be specified therein, and each shall provide that it shall represent the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate amount of outstanding Notes represented thereby may from time to time be increased reduced or decreased increased, as appropriate, to reflect exchanges, redemptions, repurchases and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by adjustments made on the records Trustee or the Note Custodian, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers of interest instructions given by the Holder thereof as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. The Notes are being offered and sold by the Company pursuant to the Purchase Agreement. The Notes shall be offered and sold primarily to Qualified Institutional Buyers (i"QIBs") Except in reliance on Rule 144A under the Securities Act ("RULE 144A"), as provided in clause (d) of Section 2.2 below, Rule 144A the Purchase Agreement. The Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note Notes Legend (defined below), the “Regulation S Global Notes”"GLOBAL NOTES LEGEND") and Restricted Notes Legend ("RESTRICTED NOTES LEGEND") set forth in Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nomineenominee as hereinafter provided. Notes transferred in reliance on Regulation S under the Securities Act ("REGULATION S") as provided in Section 2.06(a)(ii) and (v) hereof, shall be issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend and Restricted Notes Legend set forth in Exhibit A hereto (the "REGULATION S GLOBAL NOTE"), which shall be deposited on behalf of the transferees of the Notes represented thereby with the Trustee, as custodian, for the case may beDepositary, and registered in connection with transfers the name of interest the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("EUROCLEAR") or Clearstream Banking ("CLEARSTREAM"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The provisions aggregate principal of the “Operating Procedures Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” Trustee and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers Depositary or its nominee as hereinafter provided. So long as any Global Note is outstanding, owners of beneficial interests therein may transfer their interests therein only in the reliance on Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamto QIBs in reliance on Rule 144A in accordance with Section 2.06.

Global Notes. The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. Initial Notes offered and sold in reliance on Regulation S under the Securities Act (i) Except "Regulation S"), as provided in clause (d) of Section 2.2 belowthe Purchase Agreement, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons with the Global Note Legend and Regulation S Restricted Notes Legend set forth in Exhibit A hereto (collectively, the “"REGULATION S GLOBAL Notes"). Initial Notes offered and sold to Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A Global Notes”under the Securities Act ("RULE 144A"). Regulation S Notes initially , as provided in the Purchase Agreement, shall be represented by issued initially in the form of one or more permanent Global Notes in definitive, fully registered, global registered form without interest coupons with the Global Notes Legend and Rule 144A Restricted Notes Legend set forth in Exhibit A hereto (collectively, the “"RULE 144A GLOBAL NOTES"). The Regulation S Temporary Restricted Notes Legend and the Rule 144A Restricted Notes Legend as set forth in Exhibit A hereto are herein collectively called the "RESTRICTED NOTES LEGEND". Each Global Note” and, together Note shall be deposited on behalf of the Initial Purchasers of the Notes represented thereby with the Regulation S Permanent Global Note (defined below)Trustee, at its New York office, as custodian for the “Regulation S Global Notes”)Depositary, which shall be and registered in the name of the Depository Depositary or the nominee of the Depository for Depositary, in either case duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nomineenominee as hereinafter provided. Upon consummation of the Registered Exchange Offer, as the case Exchange Notes may bebe issued in the form of one or more permanent Global Notes in definitive, fully registered form without interest coupons with the Global Notes Legend but not the Restricted Notes Legend set forth in connection with transfers Exhibit A hereto, registered in the name of interest the Depositary or the nominee of the Depositary, and in either case, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The provisions aggregate principal amount of such Global Notes may from time to time be increased or decreased by adjustments made on the records of the “Operating Procedures Trustee and the Depositary or its nominee as hereinafter provided. After a transfer of any Initial Notes during the period of the Euroclear System” effectiveness of a Shelf Registration Statement with respect to the Initial Notes and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable pursuant thereto, all requirements for Restricted Notes Legends on such Initial Note will cease to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreamapply.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Initial Notes initially issued pursuant to Section 4(a)(2) shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). ) with the restricted securities legend set forth in Exhibit C to this Indenture, and Initial Notes initially issued pursuant to Regulation S Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in fully registered, global registered form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note global securities legend and the applicable restricted securities legend set forth in Exhibit C to this Indenture (defined below), the “Regulation S Global NotesNote”) or with such other legends as may be appropriate. Except as set forth in this Section 2.1(a) and Section 2.3(b), beneficial ownership interest in a Regulation S Global Note will be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the Distribution Compliance Period and then only upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Regulation S Global Note 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, without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit C to this Indenture, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Notes Custodian, and registered in the name of the Depository applicable Depositary or the a nominee of the Depository for applicable Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., Company and authenticated by the Trustee or the Authentication Agent as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”)provided in this Indenture. Following the termination of the Restricted Period, beneficial interests in the The Rule 144A Global Note and Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent are collectively referred to herein as “Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. Notes.” The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository applicable Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided The Notes are being offered and sold by the Company pursuant to a Purchase Agreement relating to the Notes, dated March 12, 1998, between the Company and the Initial Purchasers. Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially and/or to a limited number of Institutional Accredited Investors in reliance on Rule 501(a)(1), (2), (3) or (7) shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “of Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Note Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Rule 144A Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Note Custodian, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-DAY RESTRICTED PERIOD" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Notes. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interests as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Upon effectiveness of the Shelf Registration Statement, the Notes resold or transferred pursuant to the prospectus forming part of the Shelf Registration Statement may be represented by one or more permanent global Notes in definitive, fully registered form without interest coupons and without the Private Placement Legend, registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of such global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee to reflect transfers of beneficial interests from the Regulation S Permanent Global Note and the Rule 144A Global Notes, subject to the rules and procedures of Euroclear and Cedel, as the case may be, and the Depositary. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “General Terms "Management Regulations" and Conditions "Instructions to Participants" of Clearstream Banking” and “Customer Handbook” of Clearstream Cedel shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note Notes and the Regulation S Permanent Global Note Notes that are held by participants Participants through Euroclear or ClearstreamCedel. The Trustee shall have no obligation to notify Holders of any such procedures or to monitor or enforce compliance with the same. Except as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which which, in the case of Initial Dollar Notes, shall be registered in the name of the Depository or the nominee of the Depository and, in the case of Initial Euro Notes, shall be registered in the name of the Common Depositary or the nominee of the Common Depositary for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.or Clearstream. In the case of Initial Dollar Notes, as operator one or more Global Notes in fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend (collectively, the “IAI Global Notes”) shall also be issued on or after the Issue Date, deposited with the Notes Custodian, and registered in the name of the Euroclear system Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the Trustee in case of Initial Dollar Notes or the Common Depositary in the case of Initial Euro Notes, if required, that beneficial ownership interests in the Regulation S Temporary Global Note 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 (“Euroclear”) or Clearstream Bankingexcept to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Restricted Notes Legend, Société Anonyme (“Clearstream”all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee in the case of Initial Dollar Notes, or the Common Depositary in the case of Initial Euro Notes, shall cancel the Regulation S Temporary Global Note. The In the case of Initial Dollar Notes, the aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The In the case of Initial Euro Notes, the aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Common Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. In the case of Initial Euro Notes, the provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by one or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Notes”). One or more Notes in definitive, fully registered, global form without interest coupons (collectively, the “IAI Global Notes”) shall be issued on the Issue Date to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below)coupons, the “Regulation S Global Notes”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of the designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following The Regulation S Global Note shall be deemed a “temporary global note” for purposes of Regulation S until the termination expiration of the Restricted Period, beneficial interests in the whereupon such Regulation S Temporary Global Note shall will henceforth be exchanged deemed a “permanent global note” for beneficial interests in a permanent Global Note (purposes of Regulation S and the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee temporary global note” shall cancel the Regulation S Temporary Global Notealso be deemed cancelled. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.

Global Notes. (i) Except as provided Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “of Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a custodian of the Depositary, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Company and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Rule 144A Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-DAY RESTRICTED PERIOD" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company certifying as to the same matters covered in clause (i) above. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Notes. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions Each Global Note shall represent such of the “Operating Procedures outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian, at the direction of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and Trustee, in accordance with instructions given by the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held Holder thereof as required by participants through Euroclear or ClearstreamSection 2.06 hereof.

Global Notes. (i) Except as provided in clause (dSection 2.2(d) of Section 2.2 belowthis Appendix, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global NotesNote”). The Rule 144A Global Note initially shall (x) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (y) be delivered to the Trustee as custodian for such Depository and (z) bear the Global Notes Legend and the Restricted Notes Legend. Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global NotesNote”), which . The Temporary Regulation S Global Note initially shall (x) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (y) be delivered to the Trustee as custodian for such Depository and (z) bear the Global Notes Legend, the Restricted Notes Legend and the Temporary Regulation S Global Notes Legend. Beneficial ownership interests in the Temporary Regulation S Global Note shall not be exchangeable for interests in the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Rule 144A Global Note, as operator of a permanent Global Note (the Euroclear system (“EuroclearPermanent Regulation S Global Note” and, together with the Temporary Regulation S Global Note, the “Regulation S Global Note”) or Clearstream Banking, Société Anonyme (“Clearstream”)any other Note without a Restricted Notes Legend until the expiration of the Restricted Period. Following the termination of the Restricted Period, beneficial interests in the Temporary Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent the Permanent Regulation S Global Note (upon certification in form reasonably satisfactory to the “Trustee that beneficial ownership interests in such Temporary Regulation S Permanent Global Note”) Note 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 otherwise pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Permanent Regulation S Permanent Global Note, the Trustee shall cancel the Temporary Regulation S Temporary Global Note. The Rule 144A Global Note and the Regulation S Global Note are each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” The Global Notes shall bear the Global Note Legend. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear the Restricted Notes Legend. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. Members of, or direct or indirect participants in, the Depository (the “Agent Members”) shall have no rights under the Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes. The provisions Depository may be treated by the Company, the Trustee and any agent of the “Operating Procedures Company or the Trustee as the sole owner of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” Global Notes for all purposes under the Indenture and the “General Terms Notes. Notwithstanding the 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 Conditions its Agent Members, the operation of Clearstream Banking” and “Customer Handbook” customary practices governing the exercise of Clearstream shall be applicable to transfers the rights of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstreama Holder of any Note.

Global Notes. (i) Except Notes offered and sold to qualified institutional buyers as provided defined in clause (d) of Section 2.2 below, Rule 144A Notes initially ("QIBs") in reliance on Rule 144A shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “of Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S "U.S. Global Notes”"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Depositary at its New York office (or with the Trustee as custodian for the Notes), and registered in the name of the Depository Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depository Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or CEDEL, S.A. ("Cedel Bank"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel Bank S.A./N.V., as operator certifying that they have received certification of non-United States beneficial ownership of 100% of the Euroclear system aggregate principal amount of the Regulation S Temporary Global Note (“Euroclear”except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a U.S. Global Note, all as contemplated by Section 2.06(a)(ii) or Clearstream Bankinghereof), Société Anonyme and (“Clearstream”)ii) an Officer's Certificate from the Company. Following the termination of the Restricted Period40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) Notes pursuant to the applicable procedures of the DepositoryApplicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global NoteNotes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Note Custodian (as hereinafter defined), at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “General Terms "Management Regulations" and Conditions "Instructions to Participants" of Clearstream Banking” and “Customer Handbook” of Clearstream Cedel Bank shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note Notes that are held by participants the Agent Members through Euroclear or Clearstream.Cedel Bank. Except as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee. (b)

Global Notes. (i4(a)(2) Except as provided in clause (d) of Section 2.2 below, Rule 144A Notes initially shall be represented by issued initially in the form of one or more permanent global Notes in definitive, fully registeredregistered form, numbered PP-1 upward (collectively, the “4(a)(2) Global Note”), the Rule 144A Notes shall be issued initially in the form of one or more permanent global form without interest coupons Third Lien Exchangeable Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global NotesNote”). ) and Regulation S Notes initially shall be represented by issued initially in the form of one or more Notes in fully registeredglobal Third Lien Exchangeable Notes, global form without interest coupons numbered RS-1 upward (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below”), in each case without interest coupons and bearing the “Regulation S Global Notes”)Notes Legend and Restricted Notes Legend, which shall be deposited on behalf of the purchasers of the Third Lien Exchangeable Notes represented thereby with the Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Company and authenticated by the Trustee as provided in this Third Lien Exchangeable Notes Indenture. One or more global Third Lien Exchangeable Notes in definitive, as operator fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued at the request of the Euroclear system (“Euroclear”) or Clearstream BankingTrustee, Société Anonyme (“Clearstream”). Following deposited with the termination Custodian, and registered in the name of the Restricted PeriodDepositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Third Lien Exchangeable Notes Indenture to accommodate transfers of beneficial interests in the Third Lien Exchangeable Notes to IAIs subsequent to the initial distribution. Any 4(a)(2) Global Note, Rule 144A Global Note, IAI Global Note, Regulation S Temporary Global Note and Unrestricted Global Note is each referred to herein as a “Global Note” and are collectively referred to herein as “Global Notes.” Each Global Note shall represent such of the outstanding Third Lien Exchangeable Notes as shall be exchanged for beneficial interests specified in a permanent Global Note (the “Regulation S Permanent Schedule of Exchanges of Interests in the Global Note”) pursuant to ” attached thereto and each shall provide that it shall represent the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of Third Lien Exchangeable Notes from time to time endorsed thereon and that the Regulation S Temporary Global Note and the Regulation S Permanent Global Note aggregate principal amount of outstanding Third Lien Exchangeable 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 Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Third Lien Exchangeable Notes represented thereby shall be made by adjustments made on the records Trustee or the Custodian, at the direction of the Trustee and the Depository or its nominee, as the case may beTrustee, in connection accordance with transfers instructions given by the Holder thereof as required by Section 2.06 of interest as hereinafter provided. The provisions this Third Lien Exchangeable Notes Indenture and Section 2.2(c) of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.this Appendix A.

Global Notes. (i) Except as provided Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by one or more Notes issued initially in definitive, fully registered, global the form without interest coupons (collectively, the “of Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a custodian of the Depositary, and registered in the name of the Depository Depositary or the a nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.Depositary, as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, duly executed by NEHC and authenticated by the Trustee shall cancel the Regulation S Temporary Global Noteas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Rule 144A Global Note and the Regulation S Permanent Global Note Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall he deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by NEHC and authenticated by the Trustee as hereinafter provided. The "40-day restricted period" (as defined in Regulation S) shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes (except to the extent of any beneficial owners thereof who acquired an interest therein pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a Rule 144A Global Note, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from NEHC certifying as to the same matters covered in clause (i) above. Following the termination of the 40-day restricted period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Notes. The aggregate principal amount of the Regulation S Temporary Global Notes and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions Each Global Note shall represent such of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream outstanding Notes as shall be applicable specified therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of beneficial interests interests. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the Regulation S Temporary Global amount of outstanding Notes represented thereby shall be made by the Trustee or the Note and the Regulation S Permanent Global Note that are held by participants through Euroclear or Clearstream.Custodian,

Global Notes. (i) Except as provided The Dollar Notes offered and sold to QIBs in clause (d) of Section 2.2 below, reliance on Rule 144A Notes initially shall be represented by issued initially in the form of one or more Global Notes substantially in definitivethe form of Exhibit A-1 hereto, fully registeredwith such applicable legends as are provided in Exhibit A-1 hereto, global form without interest coupons except as otherwise permitted herein (collectively, the “Rule 144A Global Notes”). Regulation S Notes initially shall be represented by one or more Notes in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Restricted Dollar Global Note” and, together with the Regulation S Permanent Global Note (defined below), the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with the Common Depositary, and registered in the name of the Depository Common Depositary or its nominee, as the nominee of the Depository case may be, for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.and Clearstream, as operator of duly executed by the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Issuers and authenticated by the Trustee shall cancel the Regulation S Temporary Global Note(or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Restricted Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the records Restricted Dollar Global Note and recorded in the Security Register, as hereinafter provided. The Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the “Regulation S Dollar Global Note”), which shall be deposited on behalf of the Trustee purchasers of the Dollar Notes represented thereby with the Common Depositary, and registered in the Depository name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in connection accordance with transfers of interest Section 2.02) as hereinafter provided. The provisions aggregate principal amount of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Dollar Global Note and recorded in the Regulation S Permanent Global Note that are held by participants through Euroclear or ClearstreamSecurity Register, as hereinafter provided.

Global Notes. (i) Except as provided Notes offered and sold in clause (d) of Section 2.2 below, Rule 144A Notes initially reliance on Regulation S shall be represented by issued initially in the form of one or more Global Notes substantially in definitivethe form of Exhibit A-1 and Exhibit A-2, fully registeredrespec- tively, global form without interest coupons hereto (collectively, with respect to the relevant Dollar Notes) (a “Rule 144A Global Notes”). Dollar Regulation S Notes initially shall be represented by one Global Note”) or more Notes in fully registered, global form without interest coupons Exhibit A-3 hereto (collectively, the with respect to Euro Notes) (a “Euro Regulation S Temporary Global Note” and, together with the Dollar Regulation S Permanent Global Note (defined below)Notes, the “Regulation S Global Notes”), which as applicable, with such applicable legends as are provided in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3 hereto, as applicable, except as otherwise per- mitted herein. Each Dollar Regulation S Global Note shall initially be deposited on behalf of the purchas- ers of the relevant Dollar Notes represented thereby with a custodian for DTC, and registered in the name‌ of Cede & Co., as nominee of DTC, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The Euro Regulation S Global Note shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with the Common Deposi- tary, and registered in the name of the Depository Common Depositary or its nominee, as the nominee of the Depository case may be, for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V.and Clearstream, as operator of duly executed by the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a permanent Global Note (the “Regulation S Permanent Global Note”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Note, Issuer and authenticated by the Trustee shall cancel (or an authenticating agent appointed by the Regulation S Temporary Global NoteTrustee in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the applicable Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made by the applicable Registrar on Schedule A to the records applicable Regulation S Global Note and recorded in the Security Register, as hereinafter provided. The relevant Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued ini- tially in the form of one or more Global Notes substantially in the form of Exhibit A-1 and Exhibit A-2, respectively, hereto, with such applicable legends as are provided in Exhibit A-1 and Exhibit A-2, respec- tively, hereto, except as otherwise permitted herein (a “Dollar 144A Global Note”), which shall be depos- ited on behalf of the purchasers of the relevant Dollar Notes represented thereby with a custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC, duly executed by the Issuer and au- thenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The ag- gregate principal amount of any Dollar 144A Global Note may from time to time be increased or de- creased by adjustments made by the U.S. Registrar on Schedule A to the relevant Dollar 144A Global Note and recorded in the Depository Security Register, as hereinafter provided. Euro Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes substantially in the form of Exhibit A-3 hereto, with such applicable legends as are provided in Exhibit A-3 hereto, except as otherwise permitted herein (the “Euro 144A Global Note” and, together with the Dollar 144A Global Notes, the “144A Global Notes”), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with the Common Depositary, and regis- tered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Eu- roclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its agent in connection ac- cordance with transfers of interest Section 2.02) as hereinafter provided. The provisions aggregate principal amount of the “Operating Procedures of Euro 144A Global Note may from time to time be increased or decreased by adjustments made by the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and applicable Registrar on Schedule A to the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Euro 144A Global Note and recorded in the Regulation S Permanent Global Note that are held by participants through Euroclear or ClearstreamSecurity Register, as hereinaf- ter provided.