Common use of Global Notes Clause in Contracts

Global Notes. Initial Notes and Initial Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.”

Global Notes. Initial Notes and Initial Additional Notes issued and sold pursuant to an effective registration statement under the Securities Act, issued pursuant to an effective exchange offer registration statement under the Securities Act for the Company's outstanding Series B Senior Notes or issued in global form (including the Global Note Legend thereon accordance with Section 2.07(b)(iii) and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will 2.07(e), shall be substantially issued in the form of Exhibit A-1. Exchange Unrestricted Global Notes and Exchange Additional deposited with Citibank N.A., London, as custodian (in such capacity, the "Custodian") on behalf of DTC or with Citibank N.A., London, as common depositary (in such capacity, the "Common Depositary") on behalf of Euroclear and Clearstream, as the case may be. Notes offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially initially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the a 144A Global Note” attached thereto) will , which shall be substantially duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Custodian on behalf of DTC. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the a Regulation S Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes , which shall be issued in denominations duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Common Depositary on behalf of $2,000 Euroclear and integral multiples of $1 in excess thereofClearstream. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and shall provide that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, transfers of interests therein, redemptions and redemptionsrepurchases in accordance with the terms of this Supplemental Indenture and the Indenture; provided that, the maximum principal amount of all Notes shall never exceed (pound)300.0 million issued and outstanding at any one time except as provided in Section 2.08. Any endorsement of the Schedule to a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will shall be made by the Trustee or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by Sections 2.07, 3.07, 3.08, 4.14 and 4.16 hereof. Except as set forth in Section 2.07(a) hereof, the Holder thereof as required by Section 2.06 hereofGlobal Notes may be transferred, in whole and not in part, only to a successor of the relevant Depositary on whose behalf such note is held.”

Global Notes. Initial Notes and Initial Additional Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will ). Notes issued in definitive form shall be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” A attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1). Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Each Global Note Legend thereon and without shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof2.06. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will, at the written direction of the Company, 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 Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.”

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Rule 144A shall be issued initially in global the form of one or more Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof). Each Global Note will shall represent such of the outstanding aggregate principal amount of the Outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 204 hereof. Each Global Note (i) shall be registered, in the name of the Depositary designated for such Global Note pursuant to Section 204, or in the name of a nominee of such Depositary, (ii) shall be deposited with the Trustee, as Custodian for the Depositary, and (iii) shall bear a legend substantially as follows: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR IS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.”, HAS AN INTEREST HEREIN. Each Depositary designated pursuant to Section 204 for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Regulation S shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A 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 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 members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Regulation S Global Note Legend thereon 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 the “Schedule of Exchanges of Interests 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 Note” attached thereto) will be in Notes substantially in the form of Exhibit A-2A 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 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. Initial Notes and Initial Additional Notes issued in definitive form (but without The aggregate principal amount of the Restricted Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and without the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued A hereto, with such applicable legends as are provided in definitive form Exhibit A hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule IAI Global Note”), which shall be deposited on behalf of Exchanges the purchasers of Interests the Notes represented thereby with the Depository, and registered in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such name of the outstanding Notes Depository or its nominee, as will be specified therein the case may be, for credit to an account of DTC or Participants, duly executed by the Issuer and each shall represent authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby IAI Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be decreased by adjustments made by the Trustee or Registrar on Schedule A to the CustodianIAI Global Note and recorded in the Security Register, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofhereinafter provided.”

Global Notes. Initial Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (collectively, the “Rule 144A Global Note”) and Initial Additional Regulation S Notes shall be issued initially in the form of one or more global form Notes, numbered S-1 upward (including collectively, the “Regulation S Global 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 Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. One or more global Notes in definitive, fully registered form without interest coupons and bearing the Global Notes Legend and the Restricted Notes Legend, numbered I-1 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs after 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 Note without a Restricted Notes Legend thereon until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and 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 Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.”of the Indenture and Section 2.3(c) of this Appendix A.

Global Notes. Initial Notes and Initial Additional Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests Principal Amount in the Global Note” " attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptionsredemptions and purchases and cancellations. 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 will be made by the Trustee or the Custodian, Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a 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 "Regulation S Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a Custodian for DTC, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of a 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 "Restricted Global Note"), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a Custodian, for DTC, duly executed by the Issuer and authenticated by the Trustee or its Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note and recorded in the Security Register, as hereinafter provided.”

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Regulation S shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A 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 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 members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euroclear and Clearstream), 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. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Regulation S Global Note Legend thereon 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 the “Schedule of Exchanges of Interests 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 Note” attached thereto) will be in Notes substantially in the form of Exhibit A-2A 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 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 Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Initial Notes and Initial Additional Notes issued in definitive form (but without The aggregate principal amount of the Restricted Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and without the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A 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 Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Exchange The aggregate principal amount of the IAI Global Note 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 Exchange Additional Notes sold to the Issuers or any Subsidiary of the Issuers shall be issued in definitive the form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be certificated notes substantially in the form of Exhibit A-2A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Notes Such certificated notes shall be issued as set forth in denominations of $2,000 and integral multiples of $1 Section 2.10(b). Such Notes may be transferred to interests in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note upon transfer of such Note to reflect someone other than the amount of any increase Issuers or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofa Subsidiary permitted hereby.”

Global Notes. Initial Notes and Initial Additional Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Increases or Decreases in the Global Note” attached thereto) ). Notes issued in definitive form will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests Increases or Decreases in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof). Each Global Note will represent such aggregate principal amount of the outstanding Notes as will be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, repurchases, transfers of interests 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 will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 3.06 hereof. Notes initially offered and sold to QIBs in the United States in reliance on Rule 144A shall be issued in the form of one or more QIB Global Notes, duly executed by the Company and the Guarantors and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Global Note, which will 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 Clearstream, duly executed by the Company and the Guarantors and authenticated by the Trustee as hereinafter provided. The procedures of Euroclear and Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream.”

Global Notes. Initial Notes and Initial Additional Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will ). Notes issued in definitive form shall be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1). Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Each Global Note Legend thereon and without shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee Registrar or the CustodianCommon Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depositary for Euroclear and Clearstream or under the Global Notes. The Common Depositary may be treated by the Issuer, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.”

Global Notes. Initial Notes and Initial Additional Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptionsredemptions and purchases and cancellations. 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 will be made by the Trustee or the Custodian, Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a 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 “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a Common Depositary for Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of a 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 “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a Common Depositary, for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note and recorded in the Security Register, as hereinafter provided.”

Global Notes. Initial Notes corresponding to Applicable Ownership Interests in Notes that are no longer a component of the Corporate Units and Initial Additional Notes are released from the Collateral Account will be issued in permanent global form (including the Global Note Legend thereon and the a “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in ”), and if issued as one or more Global Notes, the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes Depositary shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent The Depository Trust Company or such other depositary as any officer of the outstanding Notes as will be specified therein and each shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Company may from time to time designate. On the date on which the Notes registered in the name of the Purchase Contract Agent pursuant to Section 2.03 are issued, the Company shall also issue one or more Global Notes, registered in the name of the Depositary or its nominee, each having a zero principal balance. Upon the creation of Treasury Units, or the recreation of Corporate Units or in any other case where the Collateral Agent releases Notes underlying the Pledged Applicable Ownership Interests in Notes, an appropriate annotation shall be reduced made on the Schedule of Increases or increasedDecreases in Note on the Global Notes held by the Depositary and on the Pledged Note held by the Collateral Agent. Notes represented by the Global Notes will be exchangeable for Notes in certificated form only (x) if the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act, and the Company has not appointed a successor Depositary within 90 days of that notice or of its becoming aware of such cessation; or at the request of any Holder of Notes if an Event of Default has occurred and is continuing with respect to the Notes or (y) upon recreation of Corporate Units; provided, subject to Section 2.03, that the Notes in certificated form so issued in exchange for the Global Notes shall be in denominations of $1,000 or any whole multiple of $1,000 above that amount and be of like aggregate principal amount and tenor as appropriatethe portion of the Global Note to be exchanged. Except as provided above, to reflect exchanges and redemptions. Any endorsement owners of beneficial interest in a Global Note will not be entitled to reflect receive physical delivery of Notes in certificated form and will not be considered the amount Holders thereof for any purpose under the Indenture. Unless and until such Global Note is exchanged for Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Notes shall be made, only to the Depositary or a nominee of any increase the Depositary, or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made to a successor Depositary selected or approved by the Trustee Company or the Custodian, at the direction to a nominee of such successor Depositary. Any Global Note that is exchangeable pursuant to clause (x) of the Trustee, fourth sentence of this Section 2.04 shall be exchangeable for Notes in accordance with instructions given by certificated form registered in such names as the Holder thereof as required by Section 2.06 hereofDepositary shall direct.”

Global Notes. Initial Notes and Initial Additional Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will ). Notes issued in definitive form shall be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” A attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1). Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Each Global Note Legend thereon and without shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof‎Section 2.06. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee will, at the written direction of the Company, 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 Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.”

Global Notes. Initial The Notes and Initial Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially issued initially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in one or more global form securities (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Global Notes”), without interest coupons, registered in the Global Note” attached thereto) will be in substantially in name of The Depository Trust Company or such other Clearing Agency as the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Corporation may from time to time designate or its nominee. Unless and until they are exchanged for Notes in definitive registered form as described below, such Global Notes may be reduced transferred, in whole but not in part, only to the Clearing Agency or increaseda nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Clearing Agency notifies the Corporation that it is unwilling or unable to continue as appropriatea Clearing Agency for the Global Notes and no successor Clearing Agency shall have been appointed within 90 days after such notification, (ii) the Clearing Agency at any time ceases to reflect exchanges be a clearing agency registered under the Exchange Act at any time the Clearing Agency is required to be so registered to act as such Clearing Agency and redemptions. Any endorsement no successor Clearing Agency shall have been appointed within 90 days after the Corporation’s becoming aware of the Clearing Agency’s ceasing to be so registered, (iii) an Event of Default has occurred and is continuing with respect to the Notes, or (iv) the Corporation, in its sole discretion, determines that the Global Notes shall be so exchangeable, the Corporation will execute, and, subject to Article II of the Original Indenture, the Trustee, upon receipt of a Global Note to reflect written order therefor, will authenticate and deliver the amount of any increase or decrease Notes in the definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of outstanding the Global Notes represented thereby will in exchange for such Global Notes. Upon exchange of the Global Notes for such Notes in definitive registered form without coupons, in authorized denominations, the Global Notes shall be made cancelled by the Trustee Trustee. Such Notes in definitive registered form issued in exchange for the Global Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or the Custodianindirect participants or otherwise, at the direction of shall instruct the Trustee, . The Trustee shall deliver such Notes to the Clearing Agency for delivery to the Persons in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofwhose names such Notes are so registered.”

Global Notes. Initial Notes and Initial Additional Notes issued in global form shall be substantially in the form of Exhibit A (including and shall include the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will ). Notes issued in definitive form shall be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form A (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof). Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will shall be made by the Trustee or the Custodian, Common Depositary at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof2.07(i). Notes shall be initially issued as Global Notes 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 the nominee of the Common Depositary for the accounts of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Legended Regulation S Global Note. Following the termination of the Restricted Period, beneficial interests in the Legended Regulation S Global Note may be exchanged for beneficial interests in Unlegended Regulation S Global Notes pursuant to Section 2.07 and the Applicable Procedures. Simultaneously with the authentication of Unlegended Regulation S Global Notes, the Common Depositary shall cancel the Legended Regulation S Global Note. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Common Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.”

Global Notes. Initial Rule 144A Notes and Initial Additional Notes shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange one or more permanent global Notes and Exchange Additional Notes issued in global fully registered form (including the Global Note Legend thereon and collectively, the “Schedule of Exchanges of Interests in the Rule 144A Global Note” attached thereto”) will and Regulation S Notes shall be in substantially issued initially in the form of Exhibit A-2. Initial one or more permanent global Notes and Initial Additional Notes issued in definitive fully registered form (but collectively, the “Regulation S Global Note”), in each case without interest coupons and bearing the Global Notes Legend and the applicable restricted securities legend set forth in Exhibit A hereto, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the 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 the Issue Date, deposited with the Custodian, and registered in the name of the 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 Global Note and any global notes in fully registered form without the Global Note Restricted Notes Legend thereon and without the are each referred to herein as a “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the are collectively referred to herein as “Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global NoteNotes.” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the The aggregate principal amount of outstanding the Global Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement decreased by adjustments made on the records of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee and the Depositary or its nominee and on the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof schedules thereto as required by Section 2.06 hereofhereinafter provided.”

Global Notes. The Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated November 15, 2015, among the Issuer, the Guarantors and Xxxxxx Xxxxxxx & Co. LLC. The Initial Notes and Initial any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in global the form (including the of a permanent Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1Annex A, including appropriate legends as set forth in Section 302 (the “Rule 144A Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. Exchange Notes and Exchange Additional Notes issued in global form (including the The Rule 144A Global Note Legend thereon and may be represented by more than one certificate, if so required by DTC’s rules regarding the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will maximum principal amount to be in substantially in the form of Exhibit A-2represented by a single certificate. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Rule 144A Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee, as appropriateSecurities Custodian, to reflect exchanges as hereinafter provided. Initial Notes and redemptions. Any endorsement any Additional Restricted Notes offered and sold outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a permanent Global Note to reflect the amount of any increase or decrease substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Regulation S Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be held through Euroclear and Clearstream, and may only be transferred to Non-U.S. Persons pursuant to Regulation S, unless exchanged for interests in another Global Note in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note after the Restricted Period through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of outstanding Notes represented thereby will the Regulation S Global Note may from time to time be increased or decreased by adjustments made by on the Trustee or the Custodian, at the direction records of the Trustee, as Securities Custodian, as hereinafter provided. Initial Notes and Additional Restricted Notes resold to IAIs (the “Institutional Accredited Investor Notes”) in accordance with instructions given the United States of America shall be issued in the form of a permanent Global Note substantially in the form of Annex A including appropriate legends as set forth in Section 302 (the “Institutional Accredited Investor Global Note”), duly executed by the Holder thereof Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Securities Custodian, as hereinafter provided. Exchange Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes shall be issued in the form of a permanent Global Note, substantially in the form of Annex A, including appropriate legends as set forth in Section 2.06 hereof302 (the “Exchange Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the “Global Notes.”” ARTICLE FOUR

Global Notes. Initial The Dollar Notes offered and Initial Additional Notes sold to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the “Restricted Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Restricted Dollar Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Dollar Global Note and the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided. The Dollars Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Note” attached thereto) will be in Notes substantially in the form of Exhibit A-2A-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 purchasers of the Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Initial Notes and Initial Additional Notes issued in definitive form (but without The aggregate principal amount of the Regulation S Dollar Global Note Legend thereon 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 without the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided. The Euro Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued A-2 hereto, with such applicable legends as are provided in definitive form Exhibit A-2 hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule Restricted Euro Global Note”), which shall be deposited on behalf of Exchanges the purchasers of Interests the Euro Notes represented thereby with the Common Depositary, and registered in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such name of the outstanding Notes Common Depositary or its nominee, as will be specified therein the case may be, for the accounts of Euroclear and each shall represent 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 outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Restricted Euro Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be decreased by adjustments made by the Trustee or Registrar on Schedule A to the CustodianRestricted Euro Global Note and recorded in the Security Register, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofhereinafter provided.”

Global Notes. Initial Notes and Initial Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) The InterNotes will be substantially issued initially in the form of Exhibit A-1Global Notes. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the "Global Note” attached thereto) will be " means a registered Note evidencing one or more InterNotes, issued to the Depository for such InterNotes in substantially accordance with this Article and bearing the legend prescribed in the form of Exhibit A-2this Article. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each A single Global Note will represent such all Notes issued on the same day and having the same terms, including, but not limited to, the same Interest Payment Dates, rate of interest, Stated Maturity, and redemption or repayment provisions (if any), including any Survivor's Option. The Company shall execute and the outstanding Trustee shall, in accordance with this Article and the Company Order with respect to the InterNotes, authenticate and deliver one or more Global Notes as will be specified therein and each in temporary or permanent form that (i) shall represent and shall be denominated in an aggregate amount equal to the aggregate principal amount of outstanding the InterNotes to be represented by one or more Global Notes, (ii) shall be registered in the name of the Depository for such Global Note or Notes from or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions and (iv) shall bear a legend substantially to the following effect in addition to the legend required by Section 2.11(a) of the Provisions: "Unless this Global Note is presented by an authorized representative of the Depository to the Issuer or its agent for registration of transfer, exchange or payment, and any InterNote issued is registered in the name of the Depository or in such other name as is requested by the Depository, any transfer, pledge or other use hereof for value or otherwise by or to any person shall be wrongful inasmuch as the registered owner hereof, the Depository, has an interest herein." Notwithstanding Section 2.05 of the Provisions, unless and until it is exchanged in whole or in part for Notes in definitive form, a Global Note representing one or more InterNotes may not be transferred except as a whole by the Depository, to a nominee of such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository or by such Depository or any such nominee to a successor Depository for the InterNotes or a nominee of such successor Depository. The third paragraph of Section 2.05 of the Provisions shall not apply to InterNotes issued in the form of Global Notes. If at any time the Depository for the InterNotes notifies the Company that it is unwilling or unable to continue as Depository for the InterNotes or if at any time endorsed thereon the Depository for the InterNotes shall no longer be registered or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depository with respect to the InterNotes. If a successor Depository for the InterNotes is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive InterNotes, will authenticate and deliver InterNotes in definitive form in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such InterNotes in exchange for such Global Note or Notes. The Company may at any time and in its sole discretion determine that the InterNotes issued in the form of one or more Global Notes shall no longer by represented by such Global Note or Notes. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive InterNotes will authenticate and deliver InterNotes in definitive form in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such InterNotes in exchange for such Global Note or Notes. The Depository for such InterNotes may surrender a Global Note or Notes for such InterNotes in exchange in whole or in part for InterNotes in definitive form on such terms as are acceptable to the Company and such Depository. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge: to each Person specified by such Depository a new InterNote or Notes, of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Note; and to such Depository a new Global Note in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Note and the aggregate principal amount of outstanding Notes represented thereby may from time InterNotes delivered to time be reduced or increasedHolders thereof. In any exchange provided for in this Article, as appropriate, to reflect exchanges the Company will execute and redemptionsthe Trustee will authenticate and deliver InterNotes in definitive registered form in authorized denominations. Any endorsement Upon the exchange of a Global Note to reflect the amount of any increase or decrease for InterNotes in the aggregate principal amount of outstanding Notes represented thereby will definitive form, such Global Note shall be made cancelled by the Trustee Trustee. InterNotes issued in exchange for a Global Note pursuant to this Article shall be registered in such names and in such authorized denominations as the Depository for such Global Note, pursuant to instructions from its direct or the Custodianindirect participants or otherwise, at the direction of shall instruct the Trustee, . The Trustee shall deliver such InterNotes to the persons in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofwhose names such InterNotes are so registered.”

Global Notes. Initial This Section 4(c) shall apply only to Global Notes and Initial Additional Notes issued deposited with a Depositary unless otherwise provided in global form (including the Authorization. Notwithstanding any other provision of this Agreement or the Notes, no Global Note Legend thereon may be transferred to, or registered or exchanged for Notes registered in the name of, any person other than the Depositary with respect to such Global Note or any nominee thereof, and no such transfer may be registered, unless (x) the Depositary with respect to such Global Note (A) notifies the Bank that it is unwilling or unable to continue as Depositary for such Global Note or (B) ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (y) the Bank delivers to the Fiscal Agent a written notice executed by a duly authorized officer of the Bank that such Global Note shall be exchangeable for definitive Notes or (z) the Bank shall fail to make any payment of principal of, or any interest or additional amount on, the Notes when due. If the beneficial owners of interests in a Global Note are entitled to exchange interests for definitive Notes in registered form, as provided in the preceding paragraph, then without unnecessary delay, but in any event not later than the earliest date on which such interests may be so exchanged, the Bank shall execute and deliver to the Fiscal Agent definitive registered Notes in an aggregate principal amount equal to the principal amount of such Global Note. On or after the earliest date on which such interests may be so exchanged, such Global Note shall be surrendered by the Depositary to the Fiscal Agent, as the Bank's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive registered Notes without charge and the “Schedule Fiscal Agent shall authenticate and deliver, in exchange for each portion of Exchanges of Interests in the such Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the , an equal aggregate principal amount of outstanding definitive registered Notes from time of authorized denominations as the portion of such Global Note to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptionsexchanged. Any endorsement Global Note that is exchangeable pursuant to this Section 4(c) shall be exchangeable for Notes issuable in the denominations specified in Section 1 hereof and registered in such names as the Depositary that is the holder of such Global Note shall direct. If a Note is issued in exchange for any portion of a Global Note to reflect after the amount close of business at the office or agency where such exchange occurs on any increase or decrease Regular Record Date (as defined in the aggregate principal amount Notes) and before the opening of outstanding Notes represented thereby business at such office or agency on the relevant Interest Payment Date (as defined in the Notes), interest will not be payable on such Interest Payment Date in respect of such Note, but will be made by payable on such Interest Payment Date only to the Trustee person to whom interest in respect of such portion of such Global Note is payable. Every Note authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, a Global Note to which the restriction set forth in the second preceding paragraph shall apply shall, except as provided in the immediately preceding paragraph, be authenticated and delivered in the form of, and shall be, a Global Note. The Depositary may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Agreement or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofNotes.”

Global Notes. Initial Any Notes and Initial Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule that are no longer part of Exchanges of Interests in the Global Note” attached thereto) New PEPS Units will be substantially issued initially in the form of Exhibit A-1one or more Global Notes (the "GLOBAL NOTES") registered in the name of the Depositary or its nominee. Exchange Unless and until they are exchanged for Notes in definitive registered form, such Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Additional Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) the Corporation, in its sole discretion, determines that it will no longer have the Notes issued represented by Global Notes, the Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and deliver the Notes in global definitive registered form (including without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note Legend thereon and the “Schedule or Notes in exchange for such Global Senior or Notes. Upon exchange of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange or Notes and Exchange Additional for such Notes issued in definitive registered form (but without coupons, in authorized denominations, the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. or Notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each exchange for the Global Note will represent or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the outstanding Notes as Corporation, the Guarantor, the Trustee or any agent of the Corporation, the Guarantor or the Trustee will be specified therein and each shall represent have any responsibility or liability for any aspect of the aggregate principal amount records relating to or payments made on account of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofsuch beneficial ownership interest.”

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Regulation S shall be issued in global the form (including the of one or more Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A-1 hereto, in the case of the Dollar Notes, and Exhibit A-2 hereto, in the case of the Euro Notes, with such applicable legends as are provided in Exhibit A-1 hereto, in the case of the Dollar Notes, and Exhibit A-2 hereto, in the case of the Euro Notes, except as otherwise permitted herein (each, a “Regulation S Global Note”). Exchange Notes and Exchange Additional Notes issued in global form (including the The aggregate principal amount of a Regulation S Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the applicable Regulation S Global Note and recorded in the Security Register, as hereinafter provided. The provisions of the “The Operating Procedures of the Euroclear System” and “Terms and Conditions governing use of Euroclear” and the “Schedule General Terms and Conditions” and “Customer Handbook” of Exchanges Clearstream shall be applicable to transfers of Interests beneficial interests in the Regulation S Global Note” attached thereto) will Note that are held by Participants through Euroclear or Clearstream. Notes offered and sold to QIBs in reliance on Rule 144A shall be issued in the form of one or more Global Notes substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests A-1 hereto, in the case of the Dollar Notes, and Exhibit A-2 hereto, in the case of the Euro Notes, with such applicable legends as are provided in Exhibit A-1 hereto, in the case of the Dollar Notes, and Exhibit A-2 hereto, in the case of the Euro Notes, except as otherwise permitted herein (each, a “Restricted Global Note” attached thereto) will ”), which shall be substantially deposited on behalf of the purchasers of the Notes of the applicable series represented thereby with the Depositary, and registered in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such name of the outstanding Notes Depositary or its nominee, as will be specified therein the case may be, duly executed by the Company and each shall represent authenticated by the Trustee (or, as applicable, by the Authenticating Agent) as hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby any Restricted Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be decreased by adjustments made by the Trustee or Registrar on Schedule A to such Restricted Global Note and recorded in the CustodianSecurity Register, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofhereinafter provided.”

Global Notes. Initial The Notes offered and Initial Additional Notes sold in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the a 144A Global Note” attached thereto) will , duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. The Notes offered and sold in reliance on Regulation S shall be in substantially issued initially in the form of Exhibit A-2the Dollar Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Initial Notes and Initial Additional Notes The Regulation S Permanent Global Note that is issued in definitive form (but without the exchange for a Regulation S Temporary Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached theretopursuant to Section 2.02(b) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes hereof shall be issued in denominations of $2,000 duly executed by the Issuer, and integral multiples of $1 in excess thereofauthenticated by the Trustee as hereinafter provided. Each Global Note will shall represent such aggregate principal amount of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, by the Trustee, the Registrar or the Paying Agent to reflect exchanges exchanges, repurchases, redemptions and redemptions. Any endorsement transfers of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trusteeinterests therein, in accordance with instructions given the terms of this Indenture. The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the Holder extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by Euroclear or Clearstream and their Participants. The Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as required by set forth in Section 2.06 hereof2.07(a), the Global Notes may be transferred, in whole and not in part, only to a nominee or a successor of the Common Depositary.”

Global Notes. Initial The Notes offered and Initial Additional sold shall be issued in the form of one or more fully registered Notes issued in global form (including "Global Notes"), which shall be deposited on behalf of the Global Note Legend thereon purchasers of the Notes represented thereby with the at its New York corporate trust office, duly executed by the Company and authenticated by the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1Trustee as hereinafter provided. Exchange The Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without "Certificated Notes") shall not be issued except as provided in Section 2.07(a). The aggregate principal amount of each of the Global Note Legend thereon and without Notes may from time to time be increased or decreased by adjustments made on the “Schedule records of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereofTrustee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests therein in accordance with the terms of this Indenture. 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 will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 2.07 hereof. Except as set forth in Section 2.07(a) hereof, the Global Notes may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by the nominee of the Depositary to the Depositary or another nominee of the Depositary or by the nominee of the Depositary or by the Depositary of any such nominee to a successor of the Depositary or a nominee of each successor.”

Global Notes. Initial Series A Notes offered and Initial Additional Notes sold to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1one or more 144A 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 a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Notes and Exchange Additional Notes issued If beneficial interests in global form (including the any such 144A Global Note Legend thereon are transferred to an Institutional Accredited Investor, then, for so long as the Applicable Procedures shall so require, such beneficial interests shall be represented by an IAI Global Note having an initial principal amount equal to the aggregate amount of such beneficial interests, and such IAI Global Note shall be deposited on behalf of the “Schedule beneficial owners of Exchanges of Interests the Series A Notes represented thereby with the Note Custodian and registered in the Global Note” attached thereto) will name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes offered and sold in reliance on Regulation S shall be in substantially issued initially in the form of Exhibit A-2the 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 Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes 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 Initial Additional Notes issued in definitive form (but without Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note Legend thereon (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 without who will take delivery of a beneficial ownership interest in a 144A Global Note or IAI Global Note, all as contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the “Schedule Company. Following the termination of Exchanges of Interests 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” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein therein, and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.”time

Global Notes. The Notes are being offered and sold by the Issuer to the Initial Purchasers pursuant to the Note Purchase Agreement. Notes offered and Initial Additional Notes sold within the United States to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1Rule 144A Global Notes, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Indenture Trustee, as custodian for the Securities Depository, and registered in the name of the Securities Depository or a nominee of the Securities Depository, duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. Exchange The Outstanding Note Balance of the Rule 144A Global Notes and Exchange Additional Notes issued in global form (including may from time to time be increased or decreased by adjustments made on the Global Note Legend thereon records of the Indenture Trustee and the “Schedule Securities Depository or its nominee as hereinafter provided. The Indenture Trustee shall not be liable for any error or omission by the Securities Depository in making such record adjustments and the records of Exchanges the Indenture Trustee shall be controlling with regard to outstanding principal amount of Interests Notes hereunder. Notes offered and sold outside of the United States in reliance on Regulation S under the Global Note” attached thereto) will Securities Act shall initially be in substantially issued in the form of Exhibit A-2a Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Indenture Trustee, as custodian for the Securities Depository, and registered in the name of the Securities Depository or the nominee of the Securities Depository for the investors' respective accounts at Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") or Clearstream Banking société anonyme ("Clearstream"), duly executed by the Issuer and authenticated by the Indenture Trustee as hereinafter provided. Initial Beneficial interests in the Regulation S Temporary Global Notes and Initial Additional Notes issued may be held only through Euroclear or Clearstream. Within a reasonable period of time following the expiration of the "40-day distribution compliance period" (as defined in definitive form (but without Regulation S), beneficial interests in the Regulation S Temporary Global Note Legend thereon shall be exchanged for beneficial interests in Regulation S Permanent Global Notes upon the receipt by the Indenture Trustee of (i) a written certificate from the Securities Depository, together with copies of certificates from Euroclear and without Clearstream, certifying that they have received certification of non-United States beneficial ownership of 100% of the “Schedule Outstanding Note Balance of Exchanges the Regulation S Temporary Global Note (except to the extent of Interests 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 2.08(a)(ii)), and (ii) an Officer's Certificate from the Issuer. The Regulation S Permanent Global Notes will be deposited with the Indenture Trustee, as custodian, and registered in the name of a nominee of the Securities Depository. Simultaneously with the authentication of the Regulation S Permanent Global Notes, the Indenture Trustee shall cancel the Regulation S Temporary Global Note” attached thereto) will be substantially in . The Outstanding Note Balance of the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Regulation S Temporary Global Note Legend thereon and without the “Schedule Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of Exchanges the Indenture Trustee and the Securities Depository or its nominee, as the case may be, in connection with transfers of Interests interest as hereinafter provided. The Indenture Trustee shall incur no liability for any error or omission of the Securities Depository in making such record adjustments and the Global Note” attached thereto) will be substantially in records of the form of Exhibit A-2. Notes Indenture Trustee shall be issued in denominations controlling with regard to outstanding principal amount of $2,000 and integral multiples of $1 in excess thereofRegulation S Global Notes hereunder. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptionsprepayments. 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 will shall be made by the Trustee Indenture Trustee, or by the Custodian, Note Registrar at the direction of the Indenture Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof2.08. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Clearstream shall be applicable to interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by the members of, or participants in, the Securities Depository ("Agent Members") through Euroclear or Clearstream. Except as set forth in Section 2.08, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Securities Depository or to a successor of the Securities Depository or its nominee.”

Global Notes. Initial Notes and Initial Additional Notes transferred in reliance on Regulation S under the Securities Act ("REGULATION S"), as provided in Section 2.07(a)(ii) hereof, shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange one or more permanent Global Notes and Exchange Additional Notes issued in global definitive, fully registered form (including without interest coupons with the Global Note Notes Legend thereon and Restricted Notes Legend set forth in Exhibit A hereto (the “Schedule "REGULATION S GLOBAL NOTE"), which shall be deposited on behalf of Exchanges the transferee of Interests the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such name of the outstanding Notes Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("EUROCLEAR") or Cedelbank ("CEDEL"), duly executed by the Company and authenticated by the Trustee as will be specified therein and each shall represent the hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes transferred to Qualified Institutional Buyers ("QIBS") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as appropriateprovided in Section 2.07(a)(ii) hereof, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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 ("RULE 144A 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 a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Notes represented thereby will the Rule 144A Global Note may from time to time be increased or decreased by adjustments made by on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notwithstanding the Custodianforegoing, at for so long as the direction of Purchasers hold the TrusteeNotes, the Notes shall be held by them in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofcertificated form.”

Global Notes. Initial Notes offered and Initial Additional Notes issued sold to QIBs in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A 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 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 Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Restricted Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and the “Schedule of Exchanges of Interests 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 Global Note” attached thereto) will be in Notes substantially in the form of Exhibit A-2A 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 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 Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. Initial Notes and Initial Additional Notes issued in definitive form (but without The aggregate principal amount of the Regulation S Global Note Legend thereon 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 without the “Schedule of Exchanges of Interests recorded in the 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 Note” attached thereto) will be Notes substantially in the form of Exhibit A-1. A hereto, with such applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the "Exchange Global Note"), which shall be deposited on behalf of the Holders of the Exchange Notes represented thereby with the Depositary, and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such name of the outstanding Notes Depositary or its nominee, as will be specified therein the case may be, duly executed by the Issuer and each shall represent 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 outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Exchange Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be decreased by adjustments made by the Registrar on Schedule A to the Exchange Global Note and recorded in the Security Register, as hereinafter provided. Upon the transfer, exchange or replacement of any Original Note remaining outstanding after the consummation of an Exchange Offer, the Registrar shall deliver such new Original Note only in global form, subject to Section 2.10, and such new Original 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 the Issuer and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. Upon the transfer, exchange or replacement of any Note pursuant to a Shelf Registration Statement, the CustodianRegistrar shall deliver such new Note only in global form, at subject to Section 2.10, and such new Note shall continue to bear the direction of applicable legends set forth in Exhibit A hereto; provided, however, that such new Note shall not be required to bear the Trustee, private placement legend set forth in accordance with instructions given by Exhibit A hereto. Beneficial interests in any such new Note shall be reflected in the Holder thereof as required by Section 2.06 hereofExchange Global Note.”

Global Notes. Initial Notes offered and Initial Additional Notes sold to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A 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 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 its agent in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Restricted Global Note Legend thereon 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, including in connection with a PIK Payment. 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 “Schedule of Exchanges of Interests Temporary Regulation S Global Note”). Each Temporary Regulation S Global Note shall be registered in the name of the 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 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 or 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” attached thereto. 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, including in connection with a PIK Payment. 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)) will be for an equal amount of beneficial interests in a corresponding unrestricted Global Note substantially in the form of Exhibit A-2A 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 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 or the depositaries of Euroclear and for Clearstream, for credit to the respective accounts of owners of beneficial interests in such Regulation S Global Note. Initial Notes and Initial Additional Notes issued Once all interests in definitive form (but without the Temporary Regulation S Global Note Legend thereon and without the “Schedule of Exchanges of Interests have been exchanged for interests in the Regulation S Global Note” attached thereto) will be substantially in , the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without Trustee shall cancel the Temporary Regulation S Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2if requested to do so upon an Issuer Order. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be decreased by adjustments made by the Trustee or Registrar on Schedule A to the CustodianRegulation S Global Note and recorded in the Security Register, at the direction of the Trusteeas hereinafter provided, including in accordance connection with instructions given by the Holder thereof as required by Section 2.06 hereofa PIK Payment.”

Global Notes. Initial Rule 144A Notes shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form, numbered 144A-001 upward (collectively, the “Rule 144A Global Note”) and Initial Additional Regulation S Notes shall be issued initially in global the form of one or more Global Notes, numbered S-001 upward (including collectively, the “Regulation S Global Note”), in each case 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 Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee (or an Authenticating Agent appointed by the Trustee in accordance with the Indenture) as provided in the 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, numbered IAI-001 upward (collectively, the “IAI Global Note”) shall also be issued on the Issue Date, deposited with the Custodian and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee (or an Authenticating Agent appointed by the Trustee in accordance with the Indenture) as provided in the Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note Legend thereon and 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 Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.”2.6 of the Indenture and Section 2.2(c) of this Appendix A.

Global Notes. Initial Notes and Initial Additional Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will ). Notes issued in definitive form shall be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1). Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Each Global Note Legend thereon and without shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee or the CustodianCustodian or the Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 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 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 Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officer’s Certificate or otherwise in accordance with the Applicable Procedures. Following the termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to the Applicable Procedures.”

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Regulation S under the Securities Act ("Regulation S"), shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange one or more permanent Global Notes and Exchange Additional Notes issued in global definitive, fully registered form (including without interest coupons with the Global Note Notes Legend thereon and Restricted Notes Legend set forth in Exhibit A hereto (the “Schedule "Regulation S Global Note"), which shall be deposited on behalf of Exchanges the purchasers of Interests the Initial Notes represented thereby with the Trustee, at its New York office, as custodian, for the Depositary, and registered in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such name of the outstanding Notes Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"), duly executed by the Company and authenticated by the Trustee as will be specified therein and each shall represent the hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Initial Notes offered and sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("Rule 144A"), shall be issued initially 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 ("Rule 144A Global Note"), which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Trustee, at its New York office, as appropriatecustodian for the Depositary, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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 outstanding Notes represented thereby will the Rule 144A Global Note may from time to time be increased or decreased by adjustments made by on the records of the Trustee and the Depositary or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof its nominee as required by Section 2.06 hereofhereinafter provided.”

Global Notes. Initial Notes and Initial Additional (i) Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). Notes issued in definitive form will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). Upon the issuance of a Regulation S Global Note or a Rule 144A Global Note, (collectively, the “Global Notes” and each, a “Global Note”), the Depositary or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be substantially limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the a Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in shown on, and the form transfer of Exhibit A-2. Notes shall that ownership interest will be issued in denominations of $2,000 effected only through, records maintained by the Depositary (with respect to Participants’ interests) and integral multiples of $1 in excess thereofsuch Participants (with respect to Indirect Participants’ interests). Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and US-DOCS\75580855.16 ACCO Indenture 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 will shall be made by the Trustee or or, if the CustodianNotes Custodian and the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof2.07 of the Indenture and Section 2.2 of this Appendix. The Issuer has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures.”

Global Notes. Initial The Dollar Notes offered and Initial Additional Notes sold in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the a Dollar 144A Global Note” attached thereto) will , duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be in substantially issued initially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Dollar Regulation S Temporary Global Note” attached thereto) will , duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Euro Notes offered and sold in reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the a Euro 144A Global Note” attached thereto) will , duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Euro Notes offered and sold in reliance on Regulation S shall be substantially issued initially in the form of Exhibit A-2the Euro Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Notes Each Regulation S Permanent Global Note that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be issued in denominations of $2,000 duly executed by the Issuer, and integral multiples of $1 in excess thereofauthenticated by the Trustee as hereinafter provided. Each Global Note will shall represent such aggregate principal amount of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, by the Trustee, the Registrar or the Principal Paying Agent to reflect exchanges exchanges, repurchases, redemptions and redemptions. Any endorsement transfers of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trusteeinterests therein, in accordance with instructions given the terms of this Indenture. The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Holder thereof Depositary and its Participants. The Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as required by set forth in Section 2.06 hereof2.07(a), the Global Notes may be transferred, in whole and not in part, only to a nominee or a successor of the Depositary.”

Global Notes. Initial Series A Notes offered and Initial Additional Notes sold to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange one or more 144A Global Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto) will name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Series A Notes offered and sold to Institutional Accredited Investors shall be in substantially issued initially in the form of Exhibit A-2. Initial one or more IAI Global Notes, which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby with the Note Custodian and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests registered in the Global Note” attached theretoname of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes transferred during the 40-day restricted period (as defined in Regulation S) will offered and sold in reliance on Regulation S shall be substantially issued initially in the form of Exhibit A-1the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the 30 38 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 Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Notes 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 Exchange Additional Notes issued in definitive form (but without Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note Legend thereon (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 without who will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note, all as contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the “Schedule Company. Following the termination of Exchanges of Interests 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” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, installment payments, redemptions, repurchases and redemptionstransfers of interests. 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 will 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.”

Global Notes. Initial Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Initial Additional Regulation S Notes shall be issued initially in the form of one or more global form Notes, numbered RS-1 upward (including collectively, the “Regulation S Global 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 Custodian, and registered in the name of the Custodian or a nominee of the Custodian, duly executed by the Issuer and authenticated by the Trustee as provided in the 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, numbered RIAI-1 upward (collectively, the “IAI Global Note”) may also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the Custodian or a nominee of the Custodian, 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. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note Legend thereon and 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 Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee Paying Agent or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by the Holder holder thereof as required by Section 2.06 hereof.”of this Indenture and Section 2.2(c) of this Appendix A.

Global Notes. Initial Notes and Initial Additional Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptionsredemptions and purchases and cancellations. 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 will be made by the Trustee or the Custodian, Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a 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 “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a Custodian for DTC, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of a 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 “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with a Custodian, for DTC, duly executed by the Issuer and authenticated by the Trustee or its Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note and recorded in the Security Register, as hereinafter provided.”

Global Notes. Initial Notes offered and Initial Additional Notes sold to qualified institutional buyers ------------ as defined in Rule 144A ("QIBs") in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1one or more Rule 144A Global Notes in definitive, fully registered form, 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 a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange The aggregate principal amount of the Rule 144A Global Notes and Exchange Additional Notes issued in global form (including may from time to time be increased or decreased by adjustments made on the Global Note Legend thereon records of the Trustee and the “Schedule of Exchanges of Interests Depositary or its nominee as hereinafter provided. Notes offered and sold in the Global Note” attached thereto) will reliance on Regulation S shall be in substantially issued in the form of Exhibit A-2. Initial one or more Regulation S Global Notes in definitive, fully registered form, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests 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, for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank, societe anonyme ("Cedel"). The aggregate principal amount of the Regulation S Global Note” attached thereto) will Notes may from time to time be substantially in increased or decreased by adjustments made on the form records of Exhibit A-1. Exchange Notes the Trustee and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereofDepositary or its nominee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 2.6 hereof.”

Global Notes. Initial Dollar Notes offered and Initial Additional Notes sold to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the “Restricted Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Restricted Dollar Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Dollar Global Note and the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Note” attached thereto) will be in Notes substantially in the form of Exhibit A-2A-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 purchasers of the Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Initial Notes and Initial Additional Notes issued in definitive form (but without The aggregate principal amount of the Regulation S Dollar Global Note Legend thereon 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 without the “Schedule of Exchanges of Interests recorded in the 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 Note” attached thereto) will be Notes substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued A-2 hereto, with such applicable legends as are provided in definitive form Exhibit A-2 hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Restricted Euro Global Note” attached theretoand, together with the Restricted Dollar Global Notes, the “Restricted Global Notes”), which shall be deposited on behalf of the purchasers of the Euro 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 and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) will as hereinafter provided. The aggregate principal amount of the Restricted Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Euro Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold 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-2. Notes A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Regulation S Euro Global Note” and, together with the Regulation S Dollar Global Notes, the “Regulation S Global Notes”), which shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such deposited on behalf of the outstanding purchasers of the Euro Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or its nominee, as will be specified therein the case may be, for the accounts of Euroclear and each shall represent Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Regulation S Euro Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be decreased by adjustments made by the Trustee or Registrar on Schedule A to the CustodianRegulation S Euro Global Note and recorded in the Security Register, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofhereinafter provided.”

Global Notes. The Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated February 21, 2018, among the Issuer, the Guarantors and Deutsche Bank Securities Inc., as representative of the several initial purchasers named therein. The Initial Notes and Initial any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) shall be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in accordance with Rule 501 of the Securities Act, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law. Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in global the form (including the of a permanent Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1Annex A, including appropriate legends as set forth in Section 302 (the “Rule 144A Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. Exchange Notes and Exchange Additional Notes issued in global form (including the The Rule 144A Global Note Legend thereon and may be represented by more than one certificate, if so required by DTC’s rules regarding the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will maximum principal amount to be in substantially in the form of Exhibit A-2represented by a single certificate. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Rule 144A Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee, as appropriateSecurities Custodian, to reflect exchanges as hereinafter provided. Initial Notes and redemptions. Any endorsement any Additional Restricted Notes offered and sold outside the United States of America (the “Regulation S Notes”) in reliance on Regulation S shall initially be issued in the form of a permanent Global Note to reflect the amount of any increase or decrease substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Regulation S Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be held through Euroclear and Clearstream, and may only be transferred to Non-U.S. Persons pursuant to Regulation S, unless exchanged for interests in another Global Note in accordance with the transfer and certification requirements described herein. Investors may hold their interests in the Regulation S Global Note after the Restricted Period through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream shall hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, shall hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC. The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of outstanding Notes represented thereby will the Regulation S Global Note may from time to time be increased or decreased by adjustments made by on the Trustee or the Custodian, at the direction records of the Trustee, as Securities Custodian, as hereinafter provided. Initial Notes and Additional Restricted Notes resold to IAIs (the “Institutional Accredited Investor Notes”) in accordance with instructions given the United States of America shall be issued in the form of a permanent Global Note substantially in the form of Annex A including appropriate legends as set forth in Section 302 (the “Institutional Accredited Investor Global Note”), duly executed by the Holder thereof Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Institutional Accredited Investor Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Securities Custodian, as hereinafter provided. Exchange Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes shall be issued in the form of a permanent Global Note, substantially in the form of Annex A, including appropriate legends as set forth in Section 2.06 hereof302 (the “Exchange Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian. The Exchange Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Exchange Global Note are sometimes collectively herein referred to as the “Global Notes.”” ARTICLE FOUR

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1one or more 144A Global Notes, deposited with the Trustee, as custodian for the Depositary (in such capacity the "Custodian"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the 144A Global Note Legend thereon and the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto) will , as hereinafter provided. Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be in substantially issued initially in the form of Exhibit A-2one or more Regulation S Global Notes deposited with the Custodian and registered in the name of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes and Initial Additional Notes issued in definitive form (but without The aggregate principal amount of the Regulation S Global Note Legend thereon and without the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto) will be substantially in the form of Exhibit A-1, as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Unrestricted Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 accordance with Sections 2.07(b)(iii), 2.07(d)(iii) and integral multiples of $1 in excess thereof2.07(f), and shall be deposited with the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount outstanding of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, transfers of interests therein, redemptions and redemptionsrepurchases 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 aggregate principal amount of outstanding Notes represented thereby will shall be made by the Trustee Trustee, the Paying Agent or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Redemption), 4.10 (Limitation on Asset Sales) and 4.11 (Repurchase of Notes upon a Change of Control). Except as set forth in Section 2.07(a), the Holder thereof as required by Section 2.06 hereofGlobal Notes may be transferred, in whole and not in part, only to a successor of the Custodian.”

Global Notes. Initial Notes and Initial Additional Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will ). Notes issued in definitive form shall be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1). Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Each Global Note Legend thereon and without shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee or the CustodianCustodian or the Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. 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 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 Clearstream, duly executed by the Issuers and authenticated by the Authenticating Agent as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Authenticating Agent of an Officer’s Certificate or otherwise in accordance with the Applicable Procedures. Following the termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to the Applicable Procedures. The Issuers shall deliver to the Authenticating Agent an Authentication Order for the authentication of the Regulation S Permanent Global Note, an 45 executed Regulation S Permanent Global Note, an Officer’s Certificate, and an Opinion of Counsel. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note.”

Global Notes. Initial The Fixed Rate Dollar Notes offered and Initial Additional Notes sold to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the “Restricted Fixed Rate Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Fixed Rate Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Restricted Fixed Rate Dollar Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Fixed Rate Dollar Global Note and the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided. The Floating Rate Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more Global Note” attached thereto) will be in Notes substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued A-2 hereto, with such applicable legends as are provided in definitive form Exhibit A-2 hereto, except as otherwise permitted herein (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Restricted Floating Rate Dollar Global Note” attached theretoand, together with the Restricted Fixed Rate Dollar Global Note, the “Restricted Dollar Global Notes”), which shall be deposited on behalf of the purchasers of the Floating Rate Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) will as hereinafter provided. The aggregate principal amount of the Restricted Floating Rate Dollar Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Floating Rate Dollar Global Note and recorded in the Security Register, as hereinafter provided. Fixed Rate 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-1A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the “Regulation S Fixed Rate Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Fixed Rate Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in definitive form (but without The aggregate principal amount of the Regulation S Fixed Rate Dollar Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Regulation S Fixed Rate Dollar Global Note and without the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided. Floating Rate Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-2. Notes A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Regulation S Floating Rate Dollar Global Note” and, together with the Regulation S Fixed Rate Dollar Global Note, the “Regulation S Dollar Global Notes”), which shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such deposited on behalf of the outstanding purchasers of the Floating Rate Dollar Notes represented thereby with a custodian for DTC, and registered in the name of DTC or its nominee, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as will be specified therein and each shall represent the hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Regulation S Floating Rate Dollar Global Note may from time to time be reduced increased or increaseddecreased by adjustments made by the Registrar on Schedule A to the Regulation S Floating Rate Dollar Global Note and recorded in the Security Register, as appropriate, hereinafter provided. Euro Notes offered and sold to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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 “Restricted Euro Global Note” and, together with the Restricted Dollar Global Notes, the “Restricted Global Notes”), which shall be deposited on behalf of the purchasers of the Euro 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 and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding the Restricted Euro Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Euro Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold 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-3 hereto, with such applicable legends as are provided in Exhibit A-3 hereto, except as otherwise permitted herein (the “Regulation S Euro Global Note” and, together with the Regulation S Dollar Global Notes, the “Regulation S Global Notes”), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby will 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 and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the Regulation S Euro Global Note may from time to time be increased or decreased by adjustments made by the Trustee or Registrar on Schedule A to the CustodianRegulation S Euro Global Note and recorded in the Security Register, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofhereinafter provided.”

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1one or more 144A Global Notes, deposited with the Trustee, as custodian for the Depositary (in such capacity the “Custodian”), duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the 144A Global Note Legend thereon and the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto) will , as hereinafter provided. Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be in substantially issued initially in the form of Exhibit A-2one or more Regulation S Global Notes deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each Global Note, as hereinafter provided. Initial Notes and Initial Additional Notes sold in transactions that are registered under the Securities Act shall be issued in definitive form (but without the as Unrestricted Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Notes. In addition, Unrestricted Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 accordance with Sections 2.07(b)(iii), 2.07(d)(iii) and integral multiples of $1 in excess thereof2.07(f), and shall be deposited with the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount outstanding of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, transfers of interests therein, redemptions and redemptionsrepurchases 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 aggregate principal amount of outstanding Notes represented thereby will shall be made by the Trustee Trustee, the Paying Agent or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Redemption), 4.10 (Limitation on Asset Sales) and 4.11 (Repurchase of Notes upon a Change of Control). Except as set forth in Section 2.07(a), the Holder thereof as required by Section 2.06 hereofGlobal Notes may be transferred, in whole and not in part, only to a successor of the Custodian.”

Global Notes. Initial Notes and Initial Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form A hereto (including the Global Note Legend legend thereon and the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptionsredemptions and purchases and cancellations. 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 will be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more 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 “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary for Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Custodian, at the direction Authentication Agent as hereinafter provided. The aggregate principal amount of the TrusteeRegulation S Global Note may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in the Register, as hereinafter provided. Notes offered and sold within the United States of America to QIBs in reliance on Rule 144A shall be issued initially in the form of one or more 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 “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authentication Agent 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 each such Restricted Global Note and recorded in the Register, as hereinafter provided. 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 will be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.”

Global Notes. Initial Notes and Initial Additional (i) Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). Notes issued in definitive form will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). Upon the issuance of a Regulation S Global Note or a Rule 144A Global Note, (collectively, the “Global Notes” and each, a “Global Note”), the Depositary or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be substantially limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the a Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in shown on, and the form transfer of Exhibit A-2. Notes shall that ownership interest will be issued in denominations of $2,000 effected only through, records maintained by the Depositary (with respect to Participants’ interests) and integral multiples of $1 in excess thereofsuch Participants (with respect to Indirect Participants’ interests). Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will shall be made by the Trustee or or, if the CustodianNotes Custodian and the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof2.07 of the Indenture and Section 2.2 of this Appendix. The Issuer has entered into a letter of representations with DTC in the form provided by DTC and the Trustee and each Agent are hereby authorized to act in accordance with such letter and Applicable Procedures.”

Global Notes. Initial Notes and Initial Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the aggregate principal amount of then outstanding Notes from time to time endorsed thereon and the provide that it represents such aggregate principal amount of then outstanding Notes represented thereby may Notes, which aggregate principal amount may, from time to time time, be reduced or increased, as appropriate, increased to reflect exchanges and redemptionstransfers, exchanges, conversions, redemptions or repurchases by the Company. Any endorsement Only the Trustee, or the custodian holding such Global Note for the Depositary, at the direction of the Trustee, may endorse a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of then outstanding Notes represented thereby will be made by thereby, and whenever the Holder of a Global Note delivers instructions to the Trustee to increase or decrease the aggregate principal amount of then outstanding Notes represented by a Global Note in accordance with ‎Section 2.09 hereof, the Trustee, or the Custodiancustodian holding such Global Note for the Depositary, at the direction of the Trustee, will endorse such Global Note to reflect such increase or decrease in accordance the aggregate principal amount of then outstanding Notes represented thereby. None of the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent, the ‌ ​ ​ ​ Company, the Guarantors or any agent of the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent, the Company or the Guarantors will have any responsibility or bear any liability or any obligation to any Agent Members or any other Person on whose behalf Agent Members may act with instructions given respect to (i) any aspect of the records relating to, or payments made on account of, the ownership of any beneficial interest in a Global Note (ii) any notice required hereunder, (iii) with respect to maintaining, supervising or reviewing any records relating to such beneficial interest, or (iv) any actions taken or not taken by any Agent Members. Neither any member of, or participant in, the Depositary (collectively, the “Agent Members”) nor any other Person on whose behalf an Agent Member may act will have any rights under this Indenture with respect to any Global Note or under such Global Note, and the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar, the Conversion Agent, the Collateral Agent and any agent of the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar, the Conversion Agent, or the Collateral Agent, may, for all purposes, treat the Depositary, or its nominee, if any, as the absolute owner and Holder thereof of such Global Note. The Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that such Holder is entitled to take under this Indenture or the Notes with respect to such Global Note, and, notwithstanding the foregoing, nothing herein will prevent the Company, the Guarantors, the Trustee, the Collateral Agent, the Paying Agent, the Registrar, the Conversion Agent or any agent of the Company, the Guarantors, the Trustee, the Collateral Agent, the Registrar, the Conversion Agent or the Paying Agent from giving effect to any written certification, proxy or other authorization furnished by such Holder or impair, as required by Section 2.06 hereofbetween the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of their respective customary practices governing the exercise of the rights of a Holder of any interest in any Global Note.”

Global Notes. Initial Notes and Initial Additional Dollar Notes issued in global form will be substantially in the form of Exhibit A-1 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof). Each Dollar Global Note will represent such of the outstanding Dollar Notes as will be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Dollar Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptionsredemptions and purchases and cancellations. Euro Notes issued in global form will be substantially in the form of Exhibit A-2 hereto (including the Global Note Legend thereon and the “Schedule of Principal Amount in the Global Note” attached thereto). Each Euro Global Note will represent such of the outstanding Euro Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Euro Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Dollar Notes represented thereby will be made by the Trustee or the Custodian, Dollar Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Euro Notes represented thereby will be made by the Euro Registrar at the direction of the Transfer Agent (with a copy to the Trustee), in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Dollar Global Note 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 purchasers of the Dollar Notes represented thereby with a custodian for DTC, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Dollar Global Notes may from time to time be increased or decreased by adjustments made by the Dollar Registrar on Schedule A to each such Regulation S Dollar Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Euro Global Note substantially in the form of Exhibit A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Regulation S Euro Global Note” and together with the Regulation S Dollar Global Note, the “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with a Common Depositary for Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Euro Global Notes may from time to time be increased or decreased by adjustments made by the Euro Registrar on Schedule A to each such Regulation S Global Note and recorded in the Security Register, as hereinafter provided. Dollar Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of a Dollar Global Note 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 “Restricted Dollar Global Note”), which shall be deposited on behalf of the purchasers of the Dollar Notes represented thereby with a custodian for DTC, duly executed by the Issuer and authenticated by the Trustee or its Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Dollar Global Notes may from time to time be increased or decreased by adjustments made by the Dollar Registrar on Schedule A to each such Restricted Dollar Global Note and recorded in the Security Register, as hereinafter provided. Euro Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of a Euro Global Note substantially in the form of Exhibit A-1 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the “Restricted Euro Global Note”), which shall be deposited on behalf of the purchasers of the Euro Notes represented thereby with a Common Depositary, for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Euro Global Notes may from time to time be increased or decreased by adjustments made by the Euro Registrar on Schedule A to each such Restricted Euro Global Note and recorded in the Security Register, as hereinafter provided.”

Global Notes. Initial The Dollar Notes offered and Initial Additional Notes sold to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A-1 hereto, with such applicable legends as are provided in Exhibit A-1 hereto, except as otherwise permitted herein (the "Restricted Dollar Global Note"), 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 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 accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Restricted Dollar Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Dollar Global Note and the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-1 hereto. The Dollar Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Note” attached thereto) will be in Notes substantially in the form of Exhibit A-2A-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 purchasers of the Dollar 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 and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Initial Notes and Initial Additional Notes issued in definitive form (but without The aggregate principal amount of the Regulation S Dollar Global Note Legend thereon 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 without the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-1 hereto. The Euro Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the "Restricted Euro Global Note" and, together with the Restricted Dollar Global Note, the "Restricted Global Notes"), which shall be deposited on behalf of the purchasers of the Euro 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 and Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in definitive form (but without The aggregate principal amount of the Restricted Euro Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Euro Global Note and without the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A-2 hereto. The Euro Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-2. Notes A-2 hereto, with such applicable legends as are provided in Exhibit A-2 hereto, except as otherwise permitted herein (the "Regulation S Euro Global Note" and, together with the Regulation S Dollar Global Note, the "Regulation S Global Notes"), which shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such deposited on behalf of the outstanding purchasers of the Regulation S Euro Global Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or its nominee, as will be specified therein the case may be, for the accounts of Euroclear and each shall represent Clearstream, duly executed by the Issuers and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Regulation S Euro Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be decreased by adjustments made by the Trustee or Registrar on Schedule A to the CustodianRegulation S Euro Global Note and recorded in the Security Register, at as hereinafter provided, or, in the direction case of an increase resulting from the Trusteepayment of PIK Interest, in accordance with instructions given by the Holder thereof as required by provisions of Section 2.06 hereof2.13 and Exhibit A-2 hereto.”

Global Notes. Initial The Notes and Initial Additional Notes shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange one or more fully registered Global Securities, which shall be deposited on behalf of the holders of the Notes represented thereby with DTC and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto) will be in substantially in name of Cede & Co., DTC’s nominee, duly executed by the form of Exhibit A-2Company, authenticated by the Trustee and with guarantees endorsed thereon as hereinafter provided. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and DTC or its nominee as hereinafter provided. Initial Notes offered and sold by the Company to QIBs in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as appropriatehereinafter provided and shall bear the Private Placement Legend (the “Restricted Global Note”). Initial Notes offered and sold by the Company to Non-U.S. Persons in offshore transactions in reliance on Regulation S under the Securities Act shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Regulation S Legend (the “Regulation S Global Note”). Exchange Notes issued pursuant to the Exchange Offer (as defined in the Registration Rights Agreement) shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear any legends required by applicable law, but such Global Note need not bear the Private Placement Legend or the Regulation S Legend. Notes issued after the Original Issue Date (as defined in the form of Global Note attached hereto as Exhibit A) shall be issued initially in the form of one or more fully registered Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear any legends required by Section 2.3(c) and any legends required by applicable law. If a beneficial interest in the Restricted Global Note or the Regulation S Global Note is to be transferred after the relevant Resale Restriction Termination Date with respect to such Note, the Registrar shall reflect exchanges on its books and redemptions. Any endorsement records the date and (A) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred and (B) an increase in the principal amount of a Global Note that does not bear the Private Placement Legend or the Regulation S Legend in an amount equal to reflect the principal amount of any increase or decrease the beneficial interest being so transferred, unless definitive notes shall have been issued in accordance with the next paragraph, in which case the beneficial interest to be transferred shall be issued in the form of one or more fully registered definitive Notes in accordance with the terms hereof. The Global Notes may not be transferred except by DTC, in whole and not in part, to another nominee of DTC or to a successor of DTC or its nominee. If at any time DTC notifies the Company that DTC is unwilling to continue as the Depositary for the Global Notes or ceases to be a clearing agency, or if the Company so elects or if there is an Event of Default under the Notes, then the Company shall execute, and the Trustee shall, upon receipt of a Company Order for authentication, authenticate and deliver, definitive Notes in an aggregate principal amount of outstanding Notes represented thereby will be made by equal to the Trustee or the Custodian, at the direction principal amount of the TrusteeGlobal Notes in exchange for such Global Notes, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofwhich DTC will distribute to its participants.”

Global Notes. Initial The Notes offered and Initial Additional Notes sold in reliance on Section 4(a)(2) shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A 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 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 and Clearstream, duly executed by the Issuer and authenticated by the Trustee (or its agent in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Restricted Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided, or, in the case of an increase resulting from the payment of PIK Interest, in accordance with the provisions of Section 2.13 and Exhibit A hereto. The Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Note” attached thereto) will be in Notes substantially in the form of Exhibit A-2. Initial 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 purchasers of the Regulation S Global Notes represented thereby with the Common Depositary, and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests registered in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such name of the outstanding Notes Common Depositary or its nominee, as will be specified therein the case may be, for the accounts of Euroclear and each shall represent 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 outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be decreased by adjustments made by the Trustee or Registrar on Schedule A to the CustodianRegulation S Global Note and recorded in the Security Register, at as hereinafter provided, or, in the direction case of an increase resulting from the Trusteepayment of PIK Interest, in accordance with instructions given by the Holder thereof as required by provisions of Section 2.06 hereof2.13 and Exhibit A hereto.”

Global Notes. Initial Rule 144A Notes shall be issued initially in the form of one or more permanent Global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Initial Additional Regulation S Notes shall be issued initially in global the form of one or more Global Notes, numbered RS-1 upward (including collectively, the “Regulation S Global 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 Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the 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, numbered RIAI-1 upward (collectively, the “IAI Global Note”) shall also be issued at the request of the Trustee, deposited with the Notes Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Notes to IAIs subsequent to the initial distribution. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note Legend thereon and 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 Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.”2.2(b) of this Appendix A.

Global Notes. Initial The Class A-1 Notes and Class A-2 Notes offered and sold by the Class A-1/A-2 Initial Additional Notes Purchaser to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange Rule 144A Global Notes, which shall be deposited on behalf of the purchasers of the Class A-1 Notes and Exchange Additional Class A-2 Notes issued represented thereby with the Indenture Trustee, as custodian for the Security Depository, and registered in global form (including the name of the Security Depository or a nominee of the Security Depository, duly executed by the Issuers and authenticated by the Indenture Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Note Legend thereon Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee and the “Schedule Security Depository or its nominee as hereinafter provided. The Indenture Trustee shall not be liable for any error or omission by the Security Depository in making such record adjustments and the records of Exchanges the Indenture Trustee shall be controlling with regard to the Note Principal Balance of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Class A-1 Notes and Initial Additional Class A-2 Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereofhereunder. Each Global Note will shall represent such of the outstanding Outstanding Class A-1 Notes or Class A-2 Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Class A-1 Notes and Class A-2 Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Class A-1 Notes and Class A-2 Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Class A-1 Notes and Class A-2 Notes represented thereby will shall be made by the Trustee Indenture Trustee, or by the Custodian, Note Registrar at the direction of the Indenture Trustee, in accordance with instructions given by the Holder thereof thereof. Except as required by set forth in Section 2.06 hereof3.06, 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. Initial Notes offered and Initial Additional Notes sold to qualified institutional buyers as defined in Rule 144A ("QIBs") in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1Rule 144A Global Notes (the "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 Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange The aggregate principal amount of the U.S. Global Notes and Exchange Additional Notes issued in global form (including may from time to time be increased or decreased by adjustments made on the Global Note Legend thereon records of the Trustee and the “Schedule of Exchanges of Interests Depositary or its nominee as hereinafter provided. Notes offered and sold in reliance on Regulation D to Institutional Accredited Investors under the Global Note” attached thereto) will Securities Act shall be in substantially issued in the form of Exhibit A-2. Initial Institutional Accredited Investor Global Notes (the "IAI Global Notes") and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will shall be substantially in the form of Note attached hereto as Exhibit A-1. Exchange , 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 Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests 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 the IAI Global Note” attached thereto) will Notes may from time to time be substantially 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 Exhibit A-2. Notes the Regulation S Temporary Global Note, which shall be issued 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 denominations the name of $2,000 the Depositary or the nominee of the 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 integral multiples The aggregate principal amount of $1 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 Depositary or its nominee, as the case may be, in excess thereofconnection with transfers of interest as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will shall be made by the Trustee or the CustodianNote 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.”

Global Notes. Initial Notes offered and Initial Additional Notes sold to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests initially in the form of one or more permanent Global Note” attached thereto) will be Notes in registered from substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests A hereto in the name of Cede & Co. as nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Trustee, as custodian for DTC. Such Note or Notes shall be referred to herein as the "RESTRICTED GLOBAL NOTE." Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more permanent Global Note” attached thereto) will be Notes in registered form substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests A hereto in the name of Cede & Co. as nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Trustee, as custodian for DTC. Such Note or Notes shall be referred to herein as the "REGULATION S GLOBAL NOTE." Unrestricted Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued initially in denominations accordance with Sections 2.06(b) (iv), 2.06(c) (ii) and 2.06(e) in the name of $2,000 Cede & Co. as nominee of DTC, duly executed by the Company and integral multiples authenticated by the Trustee as hereinafter provided. The aggregate principal amount of $1 in excess thereofeach of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests therein in accordance with the terms of this Indenture. 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 will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.”. Upon the issuance of the Global Note to DTC, DTC shall credit, on its internal book-entry registration and transfer system, its Participant's accounts with the respective interests owned by such Participants. Interests in the Global Notes shall be limited to Participants, including Euroclear and Cedel, and indirect participants. The Participants shall not have any rights either under this Indenture or under any Global Note with respect to such Global Note held on their behalf by DTC, and DTC may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest and Additional Interest, if any, on the Global Notes and for all other purposes. 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 DTC or impair, as between DTC and its Participants,

Global Notes. Initial Notes and Initial Additional Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will ). Notes issued in definitive form shall be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1). Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Each Global Note Legend thereon and without shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee Registrar or the CustodianCommon Depositary, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. Members of, or participants in, the Depositary (“Agent Members”) and Persons who hold beneficial interests in a Global Note through an Agent Member shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Common Depositary for Euroclear and Clearstream or under the Global Notes. The Common Depositary may be treated by the Issuers, the Trustee, the Paying Agent, the Registrar and any agent of the foregoing as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee, the Paying Agent, the Registrar or any agent of the foregoing from giving effect to any written certification, proxy or other authorization furnished by the Common Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.”

Global Notes. Initial Notes and Initial Additional The New Second Lien Secured Notes issued in global form shall be substantially in the form of Exhibit A attached hereto, with respect to the New Second Lien Non-Convertible Notes, and substantially in the form set forth in Exhibit B hereto, with respect to the New Second Lien Convertible Notes, (including including, in each case, the Global Note Legend thereon and the “Schedule of Exchanges Increases or Decreases of Interests in the Global Note” attached thereto) will ). New Second Lien Secured Notes issued in definitive form shall be substantially in the form of Exhibit A-1. Exchange Notes A attached hereto, with respect to the New Second Lien Non-Convertible Notes, and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of set forth in Exhibit A-2. Initial Notes and Initial Additional Notes issued B hereto, with respect to the New Second Lien Convertible Notes, (but, in definitive form (but each case, without the Global Note Legend thereon and without the “Schedule of Exchanges Increases or Decreases of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof). Each Global Note will shall represent such of the outstanding New Second Lien Secured Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding New Second Lien Secured Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding New Second Lien Secured Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, repurchases, redemptions and redemptionsconversions, as applicable. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding New Second Lien Secured Notes represented thereby will shall be made by the applicable Second Lien Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 2.07 hereof.”

Global Notes. Initial Any Notes and Initial Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule that are no longer part of Exchanges of Interests in the Global Note” attached thereto) New PEPS Units will be substantially issued initially in the form of Exhibit A-1one or more Global Notes (the "Global Notes") registered in the name of the Depositary or its nominee. Exchange Unless and until they are exchanged for Notes in definitive registered form, such Global Notes may be transferred, in whole but not in part, only to the Clearing Agency or a nominee of the Clearing Agency, or to a successor Clearing Agency selected or approved by the Corporation or to a nominee of such successor Clearing Agency. If at any time (i) the Depositary notifies the Corporation that it is unwilling or unable to continue as Depositary for the Global Notes and no successor Depositary has been appointed within 90 days after this notice, (ii) the Depositary at any time ceases to be a Clearing Agency registered under the Exchange Additional Act when the Depositary is required to be so registered to act as the Depositary and no successor Depositary has been appointed within 90 days after the Corporation learns that the Depositary has ceased to be so registered, or (iii) the Corporation, in its sole discretion, determines that it will no longer have the Notes issued represented by Global Notes, the Corporation will execute, and subject to Article Three of the Original Indenture, the Trustee, upon receipt of a Company Order therefor, will authenticate and deliver the Notes in global definitive registered form (including without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note Legend thereon and the “Schedule or Notes in exchange for such Global Senior or Notes. Upon exchange of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange or Notes and Exchange Additional for such Notes issued in definitive registered form (but without coupons, in authorized denominations, the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. or Notes shall be cancelled by the Trustee. Such Notes in definitive registered form issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each exchange for the Global Note will represent or Notes shall be registered in such names and in such authorized denominations as the Clearing Agency, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Clearing Agency for delivery to the Persons in whose names such Securities are so registered. None of the outstanding Notes as Corporation, the Guarantor, the Trustee or any agent of the Corporation, the Guarantor or the Trustee will be specified therein and each shall represent have any responsibility or liability for any aspect of the aggregate principal amount records relating to or payments made on account of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement beneficial ownership interests of a Global Note or maintaining, supervising or reviewing any records relating to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofsuch beneficial ownership interest.”

Global Notes. Initial Notes distributed to QIBs in reliance on Rule 144A shall be issued initially in the form of a 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, at its New York corporate trust office, duly executed by the Company and Initial Additional authenticated by the Trustee as hereinafter provided. Notes distributed in reliance on Regulation S shall be issued initially in the form of the Temporary Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as Custodian for the Depositary, at its New York corporate trust office, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Temporary Regulation S Global Note will be exchangeable for a single permanent Regulation S Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Note") on a date otherwise in compliance with Regulation S upon written certification that the beneficial interests in such Regulation S Global Note are owned by Non-U.S. persons. Notes distributed to Institutional Accredited Investors who are not QIBs (excluding Non-U.S. Persons) shall be issued initially in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit B (the "Restricted Definitive Registered Note"). Definitive Registered Notes issued to Non-U.S. Persons in global form (including exchange for interests in the Regulation S Global Note Legend thereon and the “Schedule of Exchanges of Interests shall be in the Global Note” attached thereto) will be form of permanent certificated Notes in registered form substantially in the form set forth in Exhibit B (the "Regulation S Definitive Registered Note"), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including each of the Global Note Legend thereon and Notes may from time to time be increased or decreased by adjustments made on the “Schedule records of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereofTrustee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount at ma- turity of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount at maturity of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests therein in accordance with the terms of this Indenture. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount at maturity of outstanding Notes represented thereby will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof as required by Section 2.06 2.7 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 Cedel Bank" and "Customer Handbook" of Cedel shall be applicable to interests in the Regulation S Global Note that are held by the Participants through Euroclear or Cedel. Except as set forth in Section 2.7(a) hereof, the Global Notes may be transferred, in whole and not in part, only to a successor of the Depositary.”

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the a U.S. Global Note” attached thereto) will , duly executed by the Issuer, endorsed by each Guarantor and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be in substantially issued initially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the International Global Note” attached thereto) will be substantially in , duly executed by the form of Exhibit A-1. Exchange Notes Issuer, endorsed by each Guarantor and Exchange Additional Notes issued in definitive form (but without authenticated by the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereofTrustee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, by the Registrar or the Trustee to reflect exchanges exchanges, repurchases, redemptions and redemptions. Any endorsement transfers of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trusteeinterests therein, in accordance with instructions given the terms of this Indenture. The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Guarantors, the Trustee and the Security Agent, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note or any Guarantee conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Holder thereof Depositary and its Participants. The Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as required by set forth in Section 2.06 2.06(a) hereof, the Global Notes may be transferred, in whole and not in part, only to a nominee or a successor of the Depositary or the Common Depositary.”

Global Notes. Initial (i) Subject to subsection (e) of this Section 3.01, the Notes and Initial Additional Notes shall initially be issued in global form as global Notes (including any such Notes in global form, "Global Notes") and the depositary for the Global Note Legend thereon and Notes shall initially be The Depository Trust Company ("DTC"); provided that the “Schedule of Exchanges of Interests in Company reserves the right to provide for another depositary, registered as a clearing agency under the Exchange Act, to act as Depositary for the Global Note” attached theretoNotes (DTC, and any such successor depositary, the "Depositary"). (ii) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will issued hereunder shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, transfers 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 will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof of such Global Note as required by Section 2.06 3.02 hereof.”. 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, as the case may be, in connection with transfers of interest as provided herein. (iii) The Company and the Trustee shall be entitled to deal with the Depositary for all purposes of the Indenture (including the payment of principal of and interest on the Global Notes and receiving approvals, votes or consents) as the sole Holder of the Global Notes and shall have no obligation to the owners of a beneficial interest in such Global Notes. (iv) The rights of the owners of beneficial interests in Global Notes shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or Participants (as hereinafter defined), and it shall be the responsibility of the Depositary to transmit payments of principal of and interest on the Global Notes to such Participants; provided, however, that solely for the purposes of determining whether the Holders of the requisite amount of Notes have voted on any matter provided for in the Indenture, the Trustee, with respect to the Global Notes, may conclusively rely on, and shall be protected in relying on, any written instrument (including a proxy) delivered to the Trustee by the Depositary setting forth the beneficial owners' votes or assigning the right to vote on any matter to any other Persons either in whole or in part; and the Depositary will also make book-entry transfers among the Participants in accordance with its Applicable Procedures. (b)

Global Notes. Initial (i) Notes offered and Initial Additional Notes issued sold in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests reliance on Rule 144A as provided in the Global Note” attached thereto) will Purchase Agreement shall be substantially issued initially in the form of Exhibit A-1one or more US Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers for the Notes represented thereby with The Bank of New York, at its Corporate Trust Office, as custodian for the Depositary and registered in the name of DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Exchange The aggregate Principal Amount at Maturity of the US Global Notes and Exchange Additional Notes issued in global form (including may from time to time be increased or decreased by adjustments made on the Global Note Legend thereon records of the Trustee and the “Schedule of Exchanges of Interests Depositary as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S as provided in the Global Note” attached thereto) will Purchase Agreement shall be in substantially issued initially in the form of Exhibit A-2. Initial one or more Regulation S Global Notes and Initial Additional Notes issued in definitive fully registered form (but without interest coupons, deposited on behalf of the Global Note Legend thereon subscribers for the Notes represented thereby with The Bank of New York, at its Corporate Trust Office, as custodian for the Depositary, for the accounts of Euroclear and without the “Schedule of Exchanges of Interests Clearstream and registered in the name of DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate Principal Amount at Maturity of the Regulation S Global Note” attached thereto) will Notes may from time to time be substantially in increased or decreased by adjustments made on the form records of Exhibit A-1. Exchange Notes the Trustee and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereofDepositary as hereinafter provided. Each Global Note will shall represent such of the outstanding Outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount Principal Amount at Maturity of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount Principal Amount at Maturity of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement adjustment of the aggregate Principal Amount at Maturity of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount Principal Amount at Maturity of outstanding Outstanding Notes represented thereby will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof207 hereof and shall be made on the records of the Trustee and the Depositary.”

Global Notes. Initial Series A Notes offered and Initial Additional Notes sold to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1one or more 144A 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 a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Notes and Exchange Additional Notes issued If beneficial interests in global form (including the any such 144A Global Note Legend thereon are transferred to an Institutional Accredited Investor, then, for so long as the Applicable Procedures shall so require, such beneficial interests shall be represented by an IAI Global Note having an initial principal amount equal to the aggregate amount of such beneficial interests, and such IAI Global Note shall be deposited on behalf of the “Schedule beneficial owners of Exchanges of Interests the Series A Notes represented thereby with the Note Custodian and registered in the Global Note” attached thereto) will name of the Depository or a nominee of the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Any Series A Notes offered and sold in reliance on Regulation S shall be in substantially issued initially in the form of Exhibit A-2the 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 Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes 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 Initial Additional Notes issued in definitive form (but without Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note Legend thereon (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 without who will take delivery of a beneficial ownership interest in a 144A Global Note or IAI Global Note, all as contemplated by Section 2.06(a)(ii) or (iii) hereof), and (ii) an Officers' Certificate from the “Schedule Company. Following the termination of Exchanges of Interests 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” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein therein, and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions, repurchases and redemptionstransfers of interests. 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 will shall be made by the Trustee or the Trustee, as Registrar and Note Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.”

Global Notes. Initial Notes and Initial Additional (i) Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). Notes issued in definitive form will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). Upon the issuance of a Regulation S Global Note or a Rule 144A Global Note, (collectively, the “Global Notes” and each, a “Global Note”), the Depositary or its nominee will credit the accounts of Persons holding through it with the respective principal amounts of the Notes represented by such Global Note purchased by such Persons in the offering. Such accounts shall be designated by the Initial Purchasers. Ownership of beneficial interests in a Global Note will be substantially limited to Participants or Indirect Participants (collectively, the “Agent Members”). Ownership of beneficial interests in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the a Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in shown on, and the form transfer of Exhibit A-2. Notes shall that ownership interest will be issued in denominations of $2,000 effected only through, records maintained by the Depositary (with respect to Participants’ interests) and integral multiples of $1 in excess thereofsuch Participants (with respect to Indirect Participants’ interests). Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will shall be made by the Trustee or or, if the CustodianNotes Custodian and the Trustee are not the same Person, by the Notes Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof2.07 of the Indenture and Section 2.2 of this Appendix.”

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Rule ------------ 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1one or more U.S. Global Notes, deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the U.S. Global Note Legend thereon and the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto) will , as hereinafter provided. Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be in substantially issued initially in the form of Exhibit A-2one or more International Global Notes deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes and Initial Additional Notes issued in definitive form (but without The aggregate principal amount of the International Global Note Legend thereon and without the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto) will be substantially in the form of Exhibit A-1, as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Unrestricted Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 accordance with Section 2.07(b)(iii), 2.07(d)(iii) and integral multiples of $1 in excess thereof2.07(f), and shall be deposited with the Common Depositary, as custodian for the Depositaries or their respective nominees, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount outstanding of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, transfers of interests therein, redemptions and redemptionsrepurchases 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 aggregate principal amount of outstanding Notes represented thereby will shall be made by the Trustee Trustee, the Paying Agent or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Redemption), 4.10 (Limitation on Asset Sales) and 4.11 (Repurchase of Notes upon a Change of Control) hereof. Except as set forth in Section 2.07(a) hereof, the Holder thereof as required by Section 2.06 hereofGlobal Notes may be transferred, in whole and not in part, only to a successor of the Common Depositary.”

Global Notes. Initial Notes and Initial Additional The 2027 Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). The 2027 Notes issued in definitive form will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). The 2029 Notes issued in global form will be substantially in the form of Exhibit A-1B hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Exchange Notes and Exchange Additional The 2029 Notes issued in definitive form will be substantially in the form of Exhibit B hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). The 2034 Notes issued in global form will be substantially in the form of Exhibit A-2C hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). The 2034 Notes shall be issued in denominations definitive form will be substantially in the form of $2,000 Exhibit C hereto (but without the Global Note Legend thereon and integral multiples without the “Schedule of $1 Exchanges of Interests in excess thereofthe Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes of each Series as will be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Notes of each Series from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes of each Series represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes of each Series represented thereby will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofthereof.”

Global Notes. Initial v) If (i) the Depositary notifies the Company that it is no longer willing or able to properly discharge its responsibilities with respect to the Notes and Initial Additional Notes issued or the Depositary ceases to be a “clearing agency” registered under the Exchange Act, (ii) the Note Depositary Agreement is terminated for any reason or (iii) the Company at its option advises the Trustee in global form writing that it elects to terminate the book-entry system through the Depositary, the Company shall (including x) appoint a successor securities depository qualified to act as such under Section 17(a) of the Global Note Legend thereon Exchange Act, notify the Depositary, such successor securities depository and the “Schedule Trustee of Exchanges the appointment of Interests such successor securities depository and transfer one or more separate Global Notes registered in the Global Note” attached theretoname of such successor securities depository or its nominee to such successor securities depository or (y) will be substantially in notify the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such Depositary of the outstanding availability through the Depositary of certificated Notes as will be specified therein and each to Note Owners; provided that if, upon the occurrence of any event described in clause (i) or (ii) above, the Company has not appointed a successor securities depository within 90 days of the occurrence of such event, the Company shall represent notify the aggregate Depositary of the availability through the Depositary of certificated Notes to Note Owners. If after the occurrence of an Event of Default Note Owners representing beneficial interests aggregating at least a majority of the Outstanding principal amount of outstanding the Notes from time to time endorsed thereon advise the Trustee, the Company and the aggregate principal amount Depositary through DTC Participants in writing that the continuation of outstanding a book-entry system through the Depositary is no longer in the best interests of the Note Owners, then the Trustee shall within ten days give notice to the Noteholders of the occurrence of any such event and of the availability of certificated Notes represented thereby may from time to time be reduced or increasedNote Owners requesting the same. Upon surrender to the Trustee of the typewritten Notes representing the Global Notes by the Depositary, as appropriateaccompanied by registration instructions, to reflect exchanges the Company shall execute, and redemptionsthe Trustee shall authenticate, without charge, the certificated Notes in authorized denominations in accordance with the instructions of the Depositary. Any endorsement Note delivered in exchange for a portion of a Global Note to reflect shall, except as otherwise provided in Section 2.4(c), bear the amount Legend regarding transfer restrictions set forth on the form of any increase Note attached as Exhibit A hereto. None of the Company, the Note Registrar or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the Custodianissuance of certificated Notes, at the direction Trustee shall recognize the holders of the Trustee, in accordance with instructions given by the Holder thereof Notes as required by Section 2.06 hereofNoteholders.”

Global Notes. Initial Notes offered and Initial Additional Notes issued sold to QIBs in global form reliance on Rule 144A ------ ----- and accredited institutional investors as defined in Rule 501(a)(1), (including 2), (3) or (7) under the Securities Act ("Accredited Investors") who are not QIBs, otherwise than in reliance on Regulation S shall be evidenced by one or more Restricted Global Note Legend thereon Notes, deposited with the Trustee, as custodian for the Depositary and the “Schedule of Exchanges of Interests 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 the Restricted Global Note” attached thereto) will Notes may from time to time be substantially 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 Exhibit A-1a 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 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. Exchange Notes and Exchange Additional Notes issued The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in global form (including the Regulation S Temporary Global Note Legend thereon 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 Note. The aggregate principal amount of the Regulation S Temporary Global Note and the “Schedule Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of Exchanges the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereofinterest as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will 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 2.6 hereof.”

Global Notes. Initial The Dollar Notes offered and Initial Additional Notes sold in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1one or more Dollar 144A Global Notes, duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Exchange Dollar Notes offered and Exchange Additional Notes sold in reliance on Regulation S shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially initially in the form of Exhibit A-2one or more Dollar Regulation S Temporary Global Notes, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Initial The Sterling Notes offered and Initial Additional Notes sold in reliance on Rule 144A shall be issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the a Sterling 144A Global Note” attached thereto) will , duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold in reliance on Regulation S shall be substantially issued initially in the form of Exhibit A-2the Sterling Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Notes Each Regulation S Permanent Global Note that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be issued in denominations of $2,000 duly executed by the Issuer, and integral multiples of $1 in excess thereofauthenticated by the Trustee as hereinafter provided. Each Global Note will shall represent such aggregate principal amount of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, by the Trustee, the Registrar or the Principal Paying Agent to reflect exchanges exchanges, repurchases, redemptions and redemptions. Any endorsement transfers of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trusteeinterests therein, in accordance with instructions given the terms of this Indenture. The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by the Holder thereof Depositary and its Participants. The Applicable Procedures shall be applicable to Book-Entry Interests in Global Notes. Except as required by set forth in Section 2.06 hereof2.07(a), the Global Notes may be transferred, in whole and not in part, only to a nominee or a successor of the Depositary.”

Global Notes. Initial Notes offered and Initial Additional Notes sold to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the a 144A Global Note” attached thereto) will , which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Notes offered and sold in substantially reliance on Regulation S shall be issued initially in the form of Exhibit A-2the Temporary Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Initial Notes and Initial Additional Notes issued in definitive form (but without the The Temporary Regulation S Global Note Legend thereon and without will be exchangeable for one or more permanent Regulation S Global Notes (the “Schedule of Exchanges of Interests in the "Permanent Regulation S Global Note” attached thereto" and together with the Temporary Regulation S Global Note, the "Regulation S Global Note") will as or after November 12, 1996 upon written certification that the beneficial interests in such global Note are owned by either non-U.S. persons or U.S. persons who purchased such interests pursuant to an exemption from, or in transactions not subject to, the Registration Requirements or the Securities Act. Notes offered and sold to Institutional Accredited Investors who are not also QIBs shall be substantially issued initially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the an IAI Global Note” attached thereto) will , which shall be substantially in deposited on behalf of the form purchasers of Exhibit A-2the Notes represented thereby with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Unrestricted Global Notes representing Unrestricted Book-Entry Interests shall be issued initially in denominations accordance with Sections 2.07(b)(iv), 2.07(d)(ii) and 2.07(f) and shall be deposited with the Book-Entry Depositary at its New York corporate trust office, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of $2,000 and integral multiples each of $1 in excess thereofthe Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionstransfers of interests therein in accordance with the terms of this Indenture. 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 will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with written instructions given by the Holder thereof as required by Section 2.06 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 Cedel Bank" and "Customer Handbook" of Cedel shall be applicable to interests in the Regulation S Global Note that are held by the Participants through Euroclear or Cedel. Except as set forth in Section 2.07(a) hereof the Global Notes may be transferred, in whole and not in part, only to a successor of the Book-Entry Depositary.”

Global Notes. Initial The Notes and Initial Additional Notes initially resold pursuant to Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange one or more permanent global Notes and Exchange Additional Notes issued in global definitive, fully registered form (including the Global Note Legend thereon and collectively, the “Schedule of Exchanges of Interests in the Rule 144A Global Note” attached thereto”) will with the restricted securities legend set forth in Exhibit A to this Indenture, and Notes initially resold pursuant to Regulation S shall be in substantially issued initially in the form of one or more permanent global Notes in definitive, fully registered form with the global securities legend and the applicable restricted securities legend set forth in Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form A to this Indenture (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Regulation S Global Note” attached thereto”) will or with such other legends as may be substantially appropriate. Except as set forth in the form of Exhibit A-1. Exchange Notes this Section 2.1(a) and Exchange Additional Notes issued Section 2.3(b) hereof, beneficial ownership interests in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each a Regulation S Global Note will represent such be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the outstanding 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 applicable Depositary or a nominee of the applicable Depositary, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as will be specified therein provided in this Indenture. The Rule 144A Global Note and each shall represent the Regulation S Global Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of outstanding the Global Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Registrar and the applicable Depositary or its nominee, 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 will be made by the Trustee or the Custodian, at the direction of the Trusteecase may be, in accordance connection with instructions given by the Holder thereof transfers of interest as required by Section 2.06 hereofhereinafter provided.”

Global Notes. Initial Notes offered and Initial Additional Notes sold to Qualified Institutional Buyers in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange Notes a 144A Global Note, which shall be duly executed by the Company and Exchange Additional Notes issued authenticated by the Trustee as hereinafter provided and deposited with the Trustee, as custodian (in global form (including the Global Note Legend thereon and such capacity, the “Schedule Custodian”) on behalf of Exchanges of Interests the Depositary. Notes offered and sold in the Global Note” attached thereto) will reliance on Regulation S shall be in substantially issued initially in the form of Exhibit A-2a Regulation S Global Note, which shall be duly executed by the Company and authenticated by the Trustee as hereinafter provided and deposited with the Custodian on behalf of the Depositary. Initial Notes and Initial Additional Notes issued and sold pursuant to an effective registration statement under the Securities Act, issued pursuant to an effective exchange offer registration statement under the Securities Act for the Company’s outstanding Notes, or issued in definitive form (but without the Global Note Legend thereon accordance with Sections 2.07(b)(iii) and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will 2.07(e), shall be substantially issued in the form of Exhibit A-1. Exchange Unrestricted Global Notes and Exchange Additional Notes issued in definitive form (but without deposited with the Global Note Legend thereon and without Custodian on behalf of the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereofDepositary. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and shall provide that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, transfers of interests therein, redemptions and redemptionsrepurchases in accordance with the terms of this Indenture. Any endorsement of the Schedule to a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will shall be made by the Trustee or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by Sections 2.07, 3.07 and 4.09 hereof. Except as set forth in Section 2.07(a) hereof, the Holder thereof as required by Section 2.06 hereofGlobal Notes may be transferred, in whole and not in part, only to a successor of the relevant Depositary on whose behalf such note is held.”

Global Notes. Initial Notes and Initial Additional Floating Rate Notes issued in global form will be substantially in the form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). Fixed Rate Notes issued in global form will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form Exhibits B1 or B2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). Floating Rate Notes and Fixed Rate Notes issued in definitive form will be in substantially in the form of Exhibit A-2. Initial Notes A1 and Initial Additional Notes issued in definitive form Exhibit B1, respectively, hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1). Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Each Floating Rate Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each each Fixed Rate Global Note will represent such of the outstanding Floating Rate Notes and Fixed Rate Notes, respectively, as will be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Floating Rate Notes or Fixed Rate Notes, respectively, from time to time endorsed thereon and that the aggregate principal amount of outstanding Floating Rate Notes and Fixed Rate Notes, respectively, represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Floating Rate Global Note or a Fixed Rate Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Floating Rate Notes or Fixed Rate Notes, respectively, represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.”

Global Notes. Initial Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered RA-1 upward (collectively, the “Rule 144A Global Note”) and Initial Additional Regulation S Notes shall be issued initially in the form of one or more global form Notes, numbered RS-1 upward (including collectively, the “Regulation S Global 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 Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as provided in the 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, numbered RIAI-1 upward (collectively, the “IAI Global Note”) may also be issued on the Issue Date, deposited with the Custodian, and registered in the name of the 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. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note Legend thereon and 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 such Note or such greater or lesser amount as is set forth in the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.”of this Indenture and Section 2.2(c) of this Appendix A.

Global Notes. Initial The Notes are being offered and Initial Additional sold by the Company pursuant to the Purchase Agreement. Notes transferred in reliance on Regulation S under the Securities Act ("REGULATION S"), as provided in Section 2.06(a)(ii) hereof, shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange one or more permanent Global Notes and Exchange Additional Notes issued in global definitive, fully registered form (including without interest coupons with the Global Note Notes Legend thereon and Restricted Notes Legend set forth in Exhibit A hereto (the “Schedule "REGULATION S GLOBAL NOTE"), which shall be deposited on behalf of Exchanges the transferee of Interests the Notes represented thereby with the Trustee, at its New York office, as custodian, for the Depositary, and registered in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such name of the outstanding Notes Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("EUROCLEAR") or Cedelbank, societe anonyme ("CEDEL"), duly executed by the Company and authenticated by the Trustee as will be specified therein and each shall represent the hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes offered and sold to Qualified Institutional Buyers ("QIBs") in reliance on Rule 144A under the Securities Act ("RULE 144A"), as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease provided in the Purchase Agreement, shall be issued initially 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 ("RULE 144A 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 a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Notes represented thereby will the Rule 144A Global Note may from time to time be increased or decreased by adjustments made by on the records of the Trustee and the Depositary or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof its nominee as required by Section 2.06 hereofhereinafter provided.”

Global Notes. Initial Notes and Initial Additional Notes initially resold pursuant to Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange one or more permanent global Notes and Exchange Additional Notes issued in global definitive, fully registered form (including the Global Note Legend thereon and collectively, the “Schedule of Exchanges of Interests in the Rule 144A Global Note” attached thereto”) will with the restricted securities legend set forth in Exhibit A to this Indenture, and Initial Notes initially resold pursuant to Regulation S shall be in substantially 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-2. Initial Notes and Initial Additional Notes issued in definitive form A to this Indenture (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Regulation S Global Note” attached thereto”) will or with such other legends as may be substantially appropriate. Except as set forth in the form of Exhibit A-1. Exchange Notes this Section 2.1(a) and Exchange Additional Notes issued Section 2.3(b) hereof, beneficial ownership interest in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each a Regulation S Global Note will represent such be exchangeable for interests in a Rule 144A Global Note or a Definitive Note in registered certificated form only after the expiration of the outstanding 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, 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 Initial Notes represented thereby with the Notes Custodian, and registered in the name of the applicable Depositary or a nominee of the applicable Depositary, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as will be specified therein provided in this Indenture. The Rule 144A Global Note and each shall represent the Regulation S Global Note are collectively referred to herein as “Global Notes.” The aggregate principal amount of outstanding the Global Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement decreased by adjustments made on the records of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee and the applicable Depositary or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof its nominee as required by Section 2.06 hereofhereinafter provided.”

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Regulation S shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A 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 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 members of, or participants and account holders in DTC (“Participants”) (or, in the case of the Regulation S Global Notes, of Euro-clear and Clearstream), duly executed by the Issuer and authenticated by the Trustee (or an authenticating agent appointed by the Trustee in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Regulation S Global Note Legend thereon 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 the “Schedule of Exchanges of Interests 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 Note” attached thereto) will be in Notes substantially in the form of Exhibit A-2A 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 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. Initial Notes and Initial Additional Notes issued in definitive form (but without The aggregate principal amount of the Restricted Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and without the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided. Notes transferred to Accredited Investors shall be issued initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A 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. Exchange The aggregate principal amount of the IAI Global Note 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 Exchange Additional Notes sold to the Issuer or any Subsidiary of the Issuer shall be issued in definitive the form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be certificated notes substantially in the form of Exhibit A-2A hereto, with such applicable legends as are provided in Exhibit A hereto, except as otherwise permitted herein. Notes Such certificated notes shall be issued as set forth in denominations of $2,000 and integral multiples of $1 Section 2.10(b). Such Notes may be transferred to interests in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note upon transfer of such Note to reflect someone other than the amount of any increase Issuer or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofa Subsidiary permitted hereby.”

Global Notes. Initial Notes offered and Initial Additional Notes issued sold to QIBs in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A 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 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 its agent in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Restricted Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to the Restricted Global Note and the “Schedule of Exchanges of Interests 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 Global Note” attached thereto) will be in Notes substantially in the form of Exhibit A-2A 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 purchasers of the Notes represented thereby with the Depositary or DTC Custodian, 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 2.02) as hereinafter provided. Initial Notes and Initial Additional Notes issued in definitive form (but without The aggregate principal amount of the Regulation S Global Note Legend thereon 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 without the “Schedule of Exchanges of Interests recorded in the Security Register, as hereinafter provided. Notes offered and sold to Institutional Accredited Investors shall be issued initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A 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 Depositary or DTC Custodian, 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 its agent in accordance with Section 2.02) as hereinafter provided. The aggregate principal amount of the IAI Global Note 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. If and when issued, Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests offered to Holders, as provided in the Registration Rights Agreement, shall be issued initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-2. Notes A hereto, with such applicable omissions and legends as are provided in Exhibit A hereto, except as otherwise permitted herein (the “Exchange Global Note”), which shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such deposited on behalf of the outstanding Holders of the Exchange Notes represented thereby with the Depositary or DTC Custodian, and registered in the name of the Depositary or its nominee, as will be specified therein the case may be, duly executed by the Company and each shall represent 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 outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Exchange Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be decreased by adjustments made by the Registrar on Schedule A to the Exchange Global Note and recorded in the Security Register, as hereinafter provided. Upon the transfer, exchange or replacement of any Original Note remaining outstanding after the consummation of an Exchange Offer, the Registrar shall deliver such new Original Note only in global form, subject to Section 2.10, and such new Original 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 the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. In the case of a IAI Global Note, such legends shall include the IAI Legend unless there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the Securities Act. Upon the transfer, exchange or replacement 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 or the Custodian, at IAI Legend set forth in Exhibit A hereto. Beneficial interests in any such new Note shall be reflected in the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofExchange Global Note.”

Global Notes. Initial Notes offered and Initial Additional Notes sold to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A attached hereto, with such applicable legends as are provided in Exhibit A attached 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 (a) in the case of the USD Notes, a custodian for DTC, and registered in the name of DTC or its nominee and (b) in the case of the Euro Notes, a common depositary of Euroclear and Clearstream and registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream, in each case duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including the The aggregate principal amount of each Restricted Global Note Legend thereon may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to such Restricted Global Note and the “Schedule of Exchanges of Interests 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 Global Note” attached thereto) will be in Notes substantially in the form of Exhibit A-2. Initial A attached hereto, with such applicable legends as are provided in Exhibit A attached hereto, except as otherwise permitted herein (each, a “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes and Initial Additional Notes issued in definitive form represented thereby with (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests a) in the Global Note” attached thereto) will be substantially case of the USD Notes, a custodian for DTC, and registered in the form name of Exhibit A-1. Exchange Notes DTC or its nominee and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests b) in the Global Note” attached thereto) will be substantially case of the Euro Notes, a common depositary of Euroclear and Clearstream and registered in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such name of the outstanding Notes nominee of the common depositary for the accounts of Euroclear and Clearstream, in each case duly executed by the Issuer and authenticated by the Trustee (or its authenticating agent in accordance with Section 2.02) as will be specified therein and each shall represent the hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby each Regulation S Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be decreased by adjustments made by the Trustee or Registrar on Schedule A to such Regulation S Global Note and recorded in the CustodianSecurity Register, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofhereinafter provided.”

Global Notes. Initial The Notes are being offered and Initial Additional sold by the Issuers pursuant to the Purchase Agreement. Notes issued offered and sold to Qualified Institutional Buyers ("QIBS") in global form reliance on Rule 144A under the Securities Act (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests "RULE 144A"), as provided in the Global Note” attached thereto) will Purchase Agreement, shall be substantially issued initially in the form of Exhibit A-1. Exchange one or more permanent Global Notes and Exchange Additional Notes issued in global definitive, fully registered form (including without interest coupons with the Global Note Notes Legend thereon and Restricted Notes Legend set forth in Exhibit A hereto ("RULE 144A GLOBAL NOTE"), which shall be deposited on behalf of the “Schedule purchasers of Exchanges of Interests the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such name of the outstanding Notes Depositary or a nominee of the Depositary, duly executed by the Issuers and authenticated by the Trustee as will be specified therein and each shall represent the hereinafter provided. The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Rule 144A Global Note may from time to time be reduced increased or increaseddecreased by adjustments made on the records of the Trustee and the Depositary or its nominee as hereinafter provided. Notes transferred in reliance on Regulation S under the Securities Act ("REGULATION S"), as appropriateprovided in Section 2.06(a)(ii) hereof, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease 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 transferee 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 the Euroclear Bank S.A./N.V., as operator of the Euroclear system ("EUROCLEAR") or Clearstream Banking, societe anonyme ("CLEARSTREAM"), duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of outstanding Notes represented thereby will the Regulation S Global Note may from time to time be increased or decreased by adjustments made by on the records of the Trustee and the Depositary or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof its nominee as required by Section 2.06 hereofhereinafter provided.”

Global Notes. Initial The 7-Year Dollar Notes and Initial Additional the 10-Year Dollar Notes offered and sold to QIBs in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1one or more Dollar U.S. Global Notes, which shall be deposited with the Dollar Depositary on behalf of the purchasers of the Dollar Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Dollar Notes offered and Exchange Additional Notes sold in reliance on Regulation S shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially initially in the form of Exhibit A-2one or more Dollar International Global Notes of the same series, which shall be deposited with the Dollar Depositary on behalf of the purchasers of the Dollar Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial If and when permitted under the Securities Act, one or more Dollar Unrestricted Global Notes shall be issued from time to time in exchange for Dollar Restricted Global Notes of the same series representing a corresponding aggregate principal amount of Dollar Notes in accordance with the provisions of this Article II and Initial Additional shall be deposited with the Dollar Depositary on behalf of the Holders of the Dollar Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold to QIBs in reliance on Rule 144A shall be issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the one Sterling U.S. Global Note” attached thereto) will , which shall be substantially deposited with the Common Depositary on behalf of the purchasers of Sterling Notes represented thereby, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold in reliance on Regulation S shall be issued initially in the form of Exhibit A-2. Notes one Sterling International Global Note, which shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such deposited with the Common Depositary on behalf of the outstanding purchasers of the Sterling Notes represented thereby, duly executed by the Company and authenticated by the Trustee as will hereinafter provided. If and when permitted under the Securities Act, one or more Sterling Unrestricted Global Notes may be specified therein and each shall represent the issued from time to time in exchange for Sterling Restricted Global Notes representing a corresponding aggregate principal amount of outstanding Sterling Notes from time to time endorsed thereon in accordance with the provisions of this Article II and shall be deposited with the aggregate principal amount Common Depositary on behalf of outstanding the Holders of the Sterling Notes represented thereby may from time to time be reduced or increasedthereby, as appropriate, to reflect exchanges duly executed by the Company 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 will be made authenticated by the Trustee or as hereinafter provided. Except as set forth in Section 2.07(a) hereof, the CustodianDollar Global Notes may be transferred, at the direction in whole and not in part, only to a successor of the TrusteeDollar Depositary or its nominee and the Sterling Global Notes may be transferred, in accordance with instructions given by whole and not in part, only to a successor of the Holder thereof as required by Section 2.06 hereofSterling Depositaries, the Common Depositary or their respective nominees.”

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Rule 144A shall be issued initially in global the form of one or more Global Notes, substantially in the form of Exhibits A and B attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof). Each Global Note will shall represent such of the outstanding aggregate principal amount of the Outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 204 hereof. Each Global Note (i) shall be registered, in the name of the Depositary designated for such Global Note pursuant to Section 204, or in the name of a nominee of such Depositary, (ii) shall be deposited with the Trustee, as Custodian for the Depositary, and (iii) shall bear a legend substantially as follows: "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”" Each Depositary designated pursuant to Section 204 for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Global Notes. Initial Notes and Initial Additional Notes issued in global form (“Global Notes”) will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests Principal Amount in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptionsredemptions and purchases and cancellations. 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 will be made by the Trustee or the Custodian, Registrar at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S 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 “Regulation S Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary for Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authentication Agent as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Regulation S Global Note and recorded in a register of the Notes and of their transfer and exchange (the “Security Register”), as hereinafter provided. Notes offered and sold within the United States to QIBs in reliance on Rule 144A shall be issued initially in the form of a 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 “Restricted Global Note”), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authentication Agent as hereinafter provided. The aggregate principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made by the Registrar on Schedule A to each such Restricted Global Note and recorded in the Security Register, as hereinafter provided.”

Global Notes. Initial Notes offered and Initial Additional Notes issued sold to QIBs in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in the form of one or more Global Note” attached thereto) will be Notes substantially in the form of Exhibit A-1A 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 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 its agent in accordance with Section 2.02) as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Restricted Global Note Legend thereon 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. 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 “Schedule of Exchanges of Interests Temporary Regulation S Global Note”). Each Temporary Regulation S Global Note shall be registered in the name of the 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 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 and Clearstream, for the credit to the respective accounts of owners of beneficial interests in such Temporary Regulation S Global Note” attached thereto. 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. 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)) will be for an equal amount of beneficial interests in a corresponding unrestricted Global Note substantially in the form of Exhibit A-2A 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 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 and for Clearstream, for credit to the respective accounts of owners of beneficial interests in such Regulation S Global Note. Initial Notes and Initial Additional Notes issued Once all interests in definitive form (but without the Temporary Regulation S Global Note Legend thereon and without the “Schedule of Exchanges of Interests have been exchanged for interests in the Regulation S Global Note” attached thereto) will be substantially in , the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without Trustee shall cancel the Temporary Regulation S Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2if requested to do so upon a Issuer Order. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall represent the The aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby Regulation S Global Note may from time to time be reduced increased or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be decreased by adjustments made by the Trustee or Registrar on Schedule A to the CustodianRegulation S Global Note and recorded in the Security Register, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofhereinafter provided.”

Global Notes. Initial Rule 144A Notes shall be issued initially in the form of one or more permanent global Notes in definitive, fully registered form, numbered A-1 upward (collectively, the “Rule 144A Global Note”) and Initial Additional Regulation S Notes shall be issued initially in the form of one or more global form Notes, numbered S-1 upward (including collectively, the “Regulation S Global 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 Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. Notes offered and sold to IAIs shall be issued initially in the form of one or more IAI Global Notes, substantially in the form set forth in Exhibit A, deposited with the Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the Global Notes Legend and Restricted Notes Legend. 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 Note without a Restricted Notes Legend thereon until the expiration of the Distribution Compliance Period. The Rule 144A Global Note, the IAI Global Note, the Regulation S Global Note and 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 Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.”of the Indenture and Section 2.3(c) of this Appendix A.

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Rule 144A shall be issued initially in global the form of one or more Global Notes, substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto) will ). Upon consummation of the Registered Exchange Offer, the Series B Notes may be substantially issued in the form of Exhibit A-1. Exchange one or more Global Notes and Exchange Additional Notes issued in global form (including with the Global Note Legend thereon and but not the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereofPrivate Placement Legend. Each Global Note will shall represent such of the outstanding aggregate principal amount of the Outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Outstanding Notes represented thereby will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 204 hereof. Each Global Note (i) shall be registered, in the name of the Depositary designated for such Global Note pursuant to Section 204, or in the name of a nominee of such Depositary, (ii) shall be deposited with the Trustee, as Custodian for the Depositary, and (iii) shall bear a legend substantially as follows: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR IS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.”, HAS AN INTEREST HEREIN. Each Depositary designated pursuant to Section 204 for a Global Note must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

Global Notes. Initial The Dollar Notes offered and Initial Additional Notes sold in reliance on Rule 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the a Dollar 144A Global Note” attached thereto) will , duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Dollar Notes offered and sold in reliance on Regulation S shall be in substantially issued initially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Dollar Regulation S Temporary Global Note” attached thereto) will , duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Sterling Notes offered and sold in reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the a Sterling 144A Global Note” attached thereto) will , duly executed by the Issuer, and authenticated by the Trustee as hereinafter provided. Sterling Notes offered and sold in reliance on Regulation S shall be substantially issued initially in the form of Exhibit A-2the Sterling Regulation S Temporary Global Note, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Notes Each Regulation S Permanent Global Note that is issued in exchange for a Regulation S Temporary Global Note pursuant to Section 2.02(b) hereof shall be issued in denominations of $2,000 duly executed by the Issuer, and integral multiples of $1 in excess thereofauthenticated by the Trustee as hereinafter provided. Each Global Note will shall represent such aggregate principal amount of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, by the Trustee, the Registrar or the Principal Paying Agent to reflect exchanges exchanges, repurchases, redemptions and redemptions. Any endorsement transfers of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trusteeinterests therein, in accordance with instructions given the terms of this Indenture. The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the Holder thereof as required by Section 2.06 hereof.”extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. Ownership of interests in the Global Notes will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers

Global Notes. Initial Notes offered and Initial Additional Notes sold in reliance on Rule ------------ 144A shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1one or more U.S. Global Notes, deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the U.S. Global Note Legend thereon and the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto) will , as hereinafter provided. Initial Notes offered and sold in offshore transactions in reliance on Regulation S shall be in substantially issued initially in the form of Exhibit A-2one or more International Global Notes deposited with the Common Depositary, as custodian for the Depositaries, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes and Initial Additional Notes issued in definitive form (but without The aggregate principal amount of the International Global Note Legend thereon and without the “may from time to time be increased or decreased by adjustments made on Schedule of Exchanges of Interests in the A to each Global Note” attached thereto) will be substantially in the form of Exhibit A-1, as hereinafter provided. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Unrestricted Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 accordance with Section 2.07(b)(iii), 2.07(d)(iii) and integral multiples of $1 in excess thereof2.07(f), and shall be deposited with the Common Depositary, as custodian for the Depositaries or their respective nominees, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount outstanding of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, transfers of interests therein, redemptions and redemptionsrepurchases 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 aggregate principal amount of outstanding Notes represented thereby will shall be made by the Trustee Trustee, the Paying Agent or the Custodian, at the direction of the Trustee, Registrar in accordance with instructions given by Sections 2.07 (Transfer and Exchange), 3.04 (Notice of Redemption), 4.11 (Limitation on Asset Sales) and 4.12 (Repurchase of Notes upon a Change of Control) hereof. Except as set forth in Section 2.07(a) hereof, the Holder thereof as required by Section 2.06 hereofGlobal Notes may be transferred, in whole and not in part, only to a successor of the Common Depositary.”

Global Notes. Initial Notes and Initial Additional Floating Rate Notes issued in global form will be substantially in the form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). Fixed Rate Notes issued in global form will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form Exhibits B1 or B2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) ). Floating Rate Notes and Fixed Rate Notes issued in definitive form will be in substantially in the form of Exhibit A-2. Initial Notes A1 and Initial Additional Notes issued in definitive form Exhibit B1, respectively, hereto (but each without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1). Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Each Floating Rate Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each each Fixed Rate Global Note will represent such of the outstanding Floating Rate Notes and Fixed Rate Notes, respectively, as will be specified therein and each shall represent provide that it represents the aggregate principal amount of outstanding Floating Rate Notes or Fixed Rate Notes, respectively, from time to time endorsed thereon and that the aggregate principal amount of outstanding Floating Rate Notes and Fixed Rate Notes, respectively, represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Fixed Rate Global Note or a Floating Rate Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Fixed Rate Notes or Floating Rate Notes, respectively, represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.”

Global Notes. Initial Notes and Initial Additional Notes (including Secondary Notes) shall be issued initially in global form substantially in the form of Exhibit A attached hereto (including including, without limitation, the Global Note Legend thereon and the “"Schedule of Exchanges of Interests in the Global Note” " attached thereto) will ), which shall be substantially 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 form name of Exhibit A-1. Exchange Notes the Depositary or the nominee of the Depositary for the accounts of Participants, duly executed by the Company and Exchange Additional Notes issued in global form (including authenticated by the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereofTrustee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, redemptions and redemptionsthe issuance of Secondary Notes. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as the case may be, as herein provided. 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 will 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.”

Global Notes. Initial The Notes are being offered and Initial Additional Notes issued in global form (including sold by the Global Note Legend thereon Company ------------ pursuant to a purchase agreement relating to the Notes, dated October 1, 1996, between the Company and the “Schedule of Exchanges of Interests Initial Purchasers (the "Purchase Agreement"). Notes offered and sold to Qualified Institutional Buyers as defined in the Global Note” attached theretoRule 144A ("QIBs") will in reliance on Rule 144A shall be substantially issued initially in the form of Exhibit A-1one or more Restricted Global Notes in definitive, fully registered form without interest coupons, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, 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. Exchange Notes and Exchange Additional Notes issued in global form (including The aggregate principal amount of the Restricted Global Note Legend thereon may from time to time be increased or decreased by adjustments made on the records of the Trustee and the “Schedule of Exchanges of Interests Depositary or its nominee as hereinafter provided. Notes offered and sold in the Global Note” attached thereto) will reliance on Regulation S shall be in substantially issued initially in the form of Exhibit A-2one or more Unrestricted Global Notes in definitive, fully registered form without interest coupons, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its Corporate Trust Office, as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Cedel Bank Societe Anonyme ("Cedel") duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes and Initial Additional Notes issued in definitive form (but without The aggregate principal amount of the Unrestricted Global Note Legend thereon may from time to time be increased or decreased by adjustments made on the records of the Trustee and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereofDepositary or its nominee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will shall be made by the Trustee or the Custodiancustodian, at the direction of the Trustee, in accordance with instructions given by the Holder holder thereof as required by Section 2.06 2.6 hereof. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "Management Regulations" and "Instructions to Participants" of Cedel shall be applicable to interests in the Unrestricted Global Note that are held by the Agent Member through Euroclear or 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.”

Global Notes. Initial Notes and Initial Additional Notes issued in global form (including the a) If any Global Note Legend thereon and is to be exchanged for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the “Schedule Depository or its nominee to the Security Registrar for exchange or cancellation as provided in Section 305 of Exchanges the Indenture. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any other Global Note, including in exchange for Short-Term Notes, then either (i) such Global Note shall be so surrendered for exchange or cancellation as provided in Section 305 of Interests the Indenture or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Security Registrar, whereupon the Security Registrar, in accordance with the Applicable Procedures, shall instruct the Depository or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, unless otherwise provided in the Indenture (as amended and supplemented by this Second Supplemental Indenture), authenticate and deliver any Notes issuable in exchange for such Global Note” attached theretoNote (or any portion thereof) will to or upon the written order of, and registered in such names as may be substantially directed by, the Depository or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the eighth paragraph of Section 305 of the Indenture, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Exhibit A-1Global Notes. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes The Trustee shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such entitled to rely upon any order, direction or request of the outstanding Notes as will be specified therein and each shall represent the aggregate principal amount of outstanding Notes from time Depository or its authorized representative which is given or made pursuant to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced this Article Three if such order, direction or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase request is given or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereofApplicable Procedures.”

Global Notes. Initial Notes offered and Initial Additional Notes issued sold in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially reliance on Rule 144A to QIBs who elect to take delivery thereof in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes Book-Entry Interests shall be issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be in substantially initially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the a 144A Global Note” attached thereto) will , which shall be substantially deposited on behalf of the purchasers of the Notes represented thereby pursuant to the Deposit Agreement, duly executed by the Issuer and the Guarantor, and authenticated by the Trustee as hereinafter provided. Notes offered and sold in reliance on Regulation S to purchasers who elect to take delivery thereof in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes Book-Entry Interests shall be issued in definitive form (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially initially in the form of Exhibit A-2. Notes the Regulation S Global Note, which shall be issued in denominations of $2,000 deposited pursuant to the Deposit Agreement, duly executed by the Issuer and integral multiples of $1 in excess thereofthe Guarantor, and authenticated by the Trustee as hereinafter provided. Each Global Note will shall represent such of the outstanding Notes as will shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges exchanges, repurchases and redemptions. Any endorsement transfers of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodianinterests therein, at the direction of the Trusteeand conversions thereof, in accordance with instructions given the terms of this Indenture. Ownership of interests in the Global Notes will be limited to persons that have accounts with DTC, including Euroclear and Clearstream Banking, or Indirect Participants. Book-Entry Interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by DTC and its Participants. The provisions of the Holder thereof "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 Banking shall be applicable to interests in Global Notes held by Indirect Participants through Euroclear and Clearstream Banking. Except as required by set forth in Section 2.06 2.7(a) hereof, the Global Notes may be transferred, in whole and not in part, only to a successor of the Book-Entry Depositary in accordance with the Deposit Agreement.”

Global Notes. Initial Notes and Initial Additional Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will ). Notes issued in definitive form shall be substantially in the form of Exhibit A-1. Exchange Notes and Exchange Additional Notes issued in global form (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” A attached thereto) will be in substantially in the form of Exhibit A-2. Initial Notes and Initial Additional Notes issued in definitive form hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-1). Exchange Notes and Exchange Additional Notes issued in definitive form (but without the Each Global Note Legend thereon and without shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto) will be substantially in the form of Exhibit A-2. Notes shall be issued in denominations of $2,000 and integral multiples of $1 in excess thereof. Each Global Note will represent such of the outstanding Notes as will be specified therein thereto and each shall provide that it shall represent up to the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriateapplicable, 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 will shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof2.06. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note, if any, will be exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee 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 Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.”