Common use of Global Securities Clause in Contracts

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers’ Certificate certifying that the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in the Regulation S Temporary Global Security are permitted to be exchanged for beneficial interests in the Regulation S Permanent Global Security. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Private Placement Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityCompany. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

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

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Restricted Securities Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityCompany. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Closing Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security. " and are collectively referred to herein as "Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). ) and Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall shall, in each case, be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank SA/NV, as operator of the Euroclear system, or any successor thereof (“Euroclear”) or Clearstream Banking, S.A., or any successor thereof (“Clearstream”). The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Restricted Securities Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityIssuer. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Rule 144A Global Securities, the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially Notes shall be represented by issued initially in the form of one or more Securities permanent global Notes in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially Notes shall be represented by issued initially in the form of one or more Securities in fully registered, temporary global form without interest coupons Notes (collectively, the “Regulation S "Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”Security"), in each case without interest coupons with the global securities legend and restricted securities legend set forth in Exhibit A to the Applicable Supplemental Indenture, which shall be deposited on behalf of the purchasers of the Initial Notes represented thereby with the Securities Custodian, and registered in the name of the Depository or the a nominee of the Depository for Depository, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Issuer and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in the Restricted Period may be terminated in accordance with Regulation S and that beneficial Indenture. Beneficial ownership interests in the Temporary Regulation S Global Security will not be exchangeable for interests in the Rule 144A Global Security, a permanent global security (the "Permanent Regulation S Global Security"), or any other security without a legend containing restrictions on transfer of such Note prior to the expiration of the 40-day distribution compliance period as set forth under Rule 9.03(b) (the "Restricted Period") under the Securities Act and then only upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary Regulation S Global Security are permitted to be exchanged for beneficial interests in the Regulation S Permanent Global Security. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial owned either by non-U.S. persons or U.S. persons who purchased such interests in a permanent transaction that did not require registration under the Securities Act. The Rule 144A Global Securities, Temporary Regulation S Global Security (the “and Permanent Regulation S Permanent Global Security”) pursuant Security are collectively referred to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent herein as "Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more temporary global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S "Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Issuers and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Closing Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Regulation S Temporary Global Security are permitted Securities to be exchanged for beneficial IAIs subsequent to the initial distribution. Beneficial ownership interests in the Temporary Regulation S Permanent Global Security. Following the termination of the Restricted Period, beneficial Security shall not be exchangeable for interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Security, the Trustee shall cancel IAI Global Security, a permanent global security (the "Permanent Regulation S Temporary Global Security") or any other Security without a Restricted Securities Legend until the expiration of the Distribution Compliance Period and then only upon certification in form reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary Regulation S Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act. The Rule 144A Global Security, the IAI Global Security, the Temporary Regulation S Global Security and the Permanent Regulation S Global Security are each referred to herein as a "Global Security" and are collectively referred to herein as "Global Securities", provided, that the term "Global Security" when used in Sections 2.1(b)(third paragraph), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Securities Legend (collectively, the “IAI Global Securities”) shall also be issued on the Closing Date, deposited with the Securities 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 provided in the Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the receipt by the Trustee of an Officers’ Certificate certifying that the Restricted Period may be terminated in accordance with Regulation S and Trustee, if required, that beneficial ownership interests in the Regulation S Temporary Global Security are permitted to be exchanged for beneficial 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 Regulation S Permanent Securities Act (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global SecuritySecurity bearing a Restricted Securities Legend, all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Private Placement Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityIssuer. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

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

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global SecuritiesSecurity”). ) and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below”), in each case without interest coupons and bearing the “Regulation S Global Securities”)Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the “IAI Global Security”) shall also be terminated issued on the Closing Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Global Security. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Security, the IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Distribution Compliance Period and then only upon certification in form reasonably satisfactory to the Trustee shall cancel that beneficial ownership interests in such Regulation S Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act. The Rule 144A Global Security, the IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a “Global Security” and are collectively referred to herein as “Global Securities,” provided, that the term “Global Security” when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). ") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Issuers and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Closing Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in a Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent a Rule 144A Global Security. Following , IAI Global Security or any other Security without a Restricted Securities Legend until the termination expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Each Rule 144A Global Security, the Trustee shall cancel the IAI Global Security and Regulation S Temporary Global Security is referred to herein as a "Global Security. " and are collectively referred to herein as "Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Temporary Regulation S Global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository or the a nominee of the Depository for Depository, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated A-3 by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Issue Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depository or a nominee of the Depository, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Regulation S Temporary Global Security are permitted Securities to be exchanged for beneficial IAIs subsequent to the initial distribution. Beneficial ownership interests in the Temporary Regulation S Permanent Global Security. Following the termination of the Restricted Period, beneficial Security shall not be exchangeable for interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Security, the Trustee shall cancel the IAI Global Security, a permanent Regulation S Temporary Global Security or any Security without a Restricted Securities Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Security. The aggregate principal amount of , the Regulation S Temporary IAI Global Security and the Regulation S Permanent Global Security are each referred to herein as a "Global Security" and are collectively referred to herein as "Global Securities"; PROVIDED that the term "Global Security" when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount at maturity of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, registered form (the "Rule 144A Global Security") and Regulation S Securities shall be issued initially in the form of one or more temporary global form without interest coupons Securities (collectively, the “Rule 144A Global Securities”). "Temporary Regulation S Securities initially shall be represented by one or more Securities Global Security"), in fully registered, global form each case without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together and with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”)global securities legend and restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented thereby with the Securities Custodian, and registered in the name of the Depository or the a nominee of the Depository for Depository, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Temporary Regulation S Global Security will not be exchangeable for interests in the Rule 144A Global Security, a permanent global security (the "Permanent Regulation S Global Security"), or any other security without a legend containing restrictions on transfer of an Officers’ Certificate certifying that such Security prior to the expiration of the Restricted Period may be terminated and then only upon certification in accordance with form reasonably satisfactory to the Trustee that beneficial ownership interests in such Temporary Regulation S and that beneficial interests in the Regulation S Temporary Global Security are permitted to be exchanged for beneficial interests in the Regulation S Permanent Global Security. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial owned either by non-U.S. persons or U.S. persons who purchased such interests in a permanent transaction that did not require registration under the Securities Act. The Rule 144A Global Securities, Temporary Regulation S Global Security (the “and Permanent Regulation S Permanent Global Security”) pursuant Security are collectively referred to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent herein as "Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Temporary Regulation S Global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated A-3 by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Issue Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Regulation S Temporary Global Security are permitted Securities to be exchanged for beneficial IAIs subsequent to the initial distribution. Beneficial ownership interests in the Temporary Regulation S Permanent Global Security. Following the termination of the Restricted Period, beneficial Security shall not be exchangeable for interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Security, the Trustee shall cancel IAI Global Security, a permanent Regulation S Global Security or any Security without a Restricted Securities Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Security, the IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security" and are collectively referred to herein as "Global Securities"; PROVIDED that the term "Global Security" when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued ------------------ initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the date of this Indenture, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security. " and are collectively referred to herein as "Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) The Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and the Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in the Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the date of this Indenture, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security. " and are collectively referred to herein as "Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. 4(a)(2) Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (icollectively, the "4(a)(2) Global Securities"). Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “"Rule 144A Global Securities”"). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “"Regulation S Temporary Global Security” " and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”"), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system ("Euroclear") or Clearstream Banking, Société Anonyme ("Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers’ Certificate certifying that the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in the Regulation S Temporary Global Security are permitted to be exchanged for beneficial interests in the Regulation S Permanent Global Security"). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “"Regulation S Permanent Global Security”") pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Appendix A-2 The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “"General Terms and Conditions of Clearstream Banking” " and “"Customer Handbook” " of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global SecuritiesSecurity”). ) and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Temporary Regulation S Global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below”), in each case without interest coupons and bearing the “Regulation S Global Securities”)Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the “IAI Global Security”) shall also be terminated issued on the Issue Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Regulation S Temporary Global Security are permitted Securities to be exchanged for beneficial IAIs subsequent to the initial distribution. Beneficial ownership interests in the Temporary Regulation S Permanent Global Security. Following the termination of the Restricted Period, beneficial Security shall not be exchangeable for interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Rule 144A Global Security, the Trustee shall cancel IAI Global Security, a permanent Regulation S Global Security or any Security without a Restricted Securities Legend until the expiration of the Distribution Compliance Period. The Rule 144A Global Security, the IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a “Global Security” and are collectively referred to herein as “Global Securities”; provided that the term “Global Security” when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Closing Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security" and are collectively referred to herein as "Global Securities", PROVIDED, that the term "Global Security" when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in connection with a Registered Exchange Offer or Private Exchange. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent each Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions ; PROVIDED, HOWEVER, the aggregate principal amount of the “Operating Procedures Securities outstanding at any time may not exceed $250,000,000 except as provided in Sections 2.07 and 2.08 of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstreamthis Indenture.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global SecuritiesSecurity”). ) and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below”), in each case without interest coupons and bearing the “Regulation S Global Securities”)Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the “IAI Global Security”) shall also be terminated issued on the Issue Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a “Global Security” and are collectively referred to herein as “Global Securities”, provided, that the term “Global Security” when used in Sections 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global SecuritiesSecurity”). ) and Regulation S Securities initially shall be represented by issued initially in the form of one or more Securities temporary global securities in fully registered, global registered form without interest coupons (collectively, the “Temporary Regulation S Temporary Global Security” and, together with a permanent global security (the “Permanent Regulation S Permanent Global Security (defined belowSecurity”), the “Regulation S Global SecuritiesSecurity”), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee as provided in this Indenture. Beneficial interests in a Temporary Regulation S Global Security may be exchanged for interests in a Rule 144A Global Security if (1) such exchange occurs in connection with a transfer of an Officers’ Certificate certifying Securities in compliance with Rule 144A, and (2) the transferor of the beneficial interest in such Temporary Regulation S Global Security first delivers to the Trustee a written certificate (in the form set forth on the reverse side of the Security) to the effect that the Restricted Period may beneficial interest in such Temporary Regulation S Global Security is being transferred (a) to a Person who the transferor reasonably believes to be terminated a QIB, (b) to a Person who is purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A and (c) in accordance with Regulation S and that beneficial interests in the Regulation S Temporary Global Security are permitted to be exchanged for beneficial interests in the Regulation S Permanent Global Security. Following the termination all applicable securities laws of the Restricted Period, beneficial interests in states of the Regulation S Temporary Global Security shall be exchanged for beneficial United States and other jurisdictions. Beneficial interests in a permanent Rule 144A Global Security (may be transferred to a Person who takes delivery in the “form of an interest in a Regulation S Permanent Global Security”) pursuant , whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the applicable procedures Trustee a written certificate (in the form set forth on the reverse side of the Depository. Simultaneously Security) to the effect that such transfer is being made in accordance with the authentication all applicable requirements and conditions of the Rule 903 or 904 of Regulation S Permanent or Rule 144 (if applicable) under the Securities Act. The Rule 144A Global Security, the Trustee shall cancel the Temporary Regulation S Temporary Global Security and the Permanent Regulation S Global Security are each referred to herein as a “Global Security. ” and are collectively referred to herein as “Global Securities.” The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Private Placement Legend, all as contemplated by this Appendix A); and (2) an Officer’s Certificate from the Regulation S Permanent Global SecurityIssuer. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global SecuritiesSecurity”). ) and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below”), in each case without interest coupons and bearing the “Regulation S Global Securities”)Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Common Depositary, and registered in the name of the Depository Common Depositary or the a nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear or and/or Clearstream. The Restricted Period shall be terminated upon , duly executed by the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in the Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the “IAI Global Security”) shall also be terminated issued on the Issue Date, deposited with the Common Depositary, and registered in accordance with Regulation S the name of the Common Depositary or a nominee of the Common Depositary for the accounts of Euroclear and/or Clearstream, duly executed by the Company and that authenticated by the Trustee as provided in the Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a “Global Security” and are collectively referred to herein as “Global Securities”. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Common Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Securities offered and sold to QIBs in reliance on Rule 144A Securities initially shall be represented issued initially substantially in the form of Exhibit A hereto in the name of Cede & Co. as nominee of DTC, duly executed by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule Company and authenticated by the Trustee as hereinafter provided. Such Security shall be referred to herein as the "144A Global Securities”). Security." Securities offered and sold in reliance on Regulation S Securities initially shall be represented by one or more Securities issued initially substantially in fully registered, global the form without interest coupons (collectively, the “of Exhibit A hereto as a Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the Cede & Co. as nominee of DTC, duly executed by the Depository for Company and authenticated by the accounts of designated agents holding on behalf of Euroclear or ClearstreamTrustee as hereinafter provided. Such Security shall be referred to herein as the "Regulation S Global Security." The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers’ Certificate (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note, and (ii) an Officers' Certificate from the Regulation S Permanent Global SecurityCompany. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) Security pursuant to the applicable procedures of the DepositoryApplicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. Unrestricted Global Securities shall be issued initially in accordance with Sections 2.06(b)(iv), 2.06(c)(ii) and 2.06(e) in the name of Cede & Co. as nominee of DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of each of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests therein in accordance with the terms of this Indenture. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the principal amount of outstanding Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. Upon the issuance of the Global Security to DTC, DTC shall credit, on its internal book-entry registration and transfer system, its Participants' accounts with the respective interests owned by such Participants. Interests in the Global Securities shall be limited to Participants, including Euroclear and Clearstream, and indirect Participants. The Participants shall not have any rights either under this Indenture or under any Global Security with respect to such Global Security 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 Security 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 “Operating Procedures Global Securities and for all other purposes. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Euroclear System” Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and “Terms and Conditions Governing Use its Participants, the operation of Euroclear” and customary practices of DTC governing the “General Terms and Conditions exercise of Clearstream Banking” and “Customer Handbook” the rights of Clearstream shall be applicable to transfers an owner of a beneficial interests interest in the Regulation S Temporary any Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or ClearstreamSecurity.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more temporary global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S "Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository or the a nominee of the Depository for Depository, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Issuer and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in the Restricted Period may be terminated Indenture. Except as set forth in accordance with Regulation S and that Section 2.3, beneficial ownership interests in the Temporary Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Rule 144A Global Security or a Permanent Regulation S Permanent Global SecuritySecurity (as defined below) or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period. Following Upon the termination expiration of the Restricted Period, beneficial interests in the Securities represented by the Temporary Regulation S Temporary Global Security shall may be exchanged for beneficial interests in a permanent the Permanent Regulation S Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depositoryas described below in Section 2.3(b). Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel the Temporary Regulation S Temporary Global Security and the Permanent Regulation S Global Security are each referred to herein as a "Global Security. " and are collectively referred to herein as "Global Securities." The Temporary Regulation S Global Security and the Permanent Regulation S Global Security are referred to herein as "Regulation S Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. 4(a)(2) Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (icollectively, the "4(a)(2) Global Securities"). Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “"Rule 144A Global Securities”"). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “"Regulation S Temporary Global Security” " and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”"), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system ("Euroclear") or Clearstream Banking, Société Anonyme ("Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers’ Certificate certifying that the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in the Regulation S Temporary Global Security are permitted to be exchanged for beneficial interests in the Regulation S Permanent Global Security"). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “"Regulation S Permanent Global Security”") pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be Appendix A-2 increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “"General Terms and Conditions of Clearstream Banking” " and “"Customer Handbook” " of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Issue Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to will not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security. " and are collectively referred to herein as "Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global SecuritiesSecurity”). ) and Regulation S Securities initially shall be represented by issued initially in the form of one or more temporary global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global SecuritiesSecurity”), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the “IAI Global Security”) shall also be terminated issued on the Closing Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Regulation S Temporary Global Security are permitted Securities to be exchanged for beneficial IAIs subsequent to the initial distribution. Beneficial ownership interests in the Temporary Regulation S Permanent Global Security. Following the termination of the Restricted Period, beneficial Security shall not be exchangeable for interests in the Regulation S Temporary Rule 144A Global Security shall be exchanged for beneficial interests in Security, the IAI Global Security, a permanent Global Security global security (the “Permanent Regulation S Permanent Global Security”) pursuant or any other Security without a Restricted Securities Legend until the expiration of the Distribution Compliance Period and then only upon certification in form reasonably satisfactory to the applicable procedures of the Depository. Simultaneously with the authentication of the Trustee that beneficial ownership interests in such Temporary Regulation S Permanent Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act. The Rule 144A Global Security, the Trustee shall cancel IAI Global Security, the Temporary Regulation S Temporary Global Security and the Permanent Regulation S Global Security are each referred to herein as a “Global Security” and are collectively referred to herein as “Global Securities,” provided, that the term “Global Security” when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. Securities offered and sold to "qualified institutional buyers" (i) as defined in Rule 144A under the Securities initially Act) ("QIBs") in reliance on Rule 144A under the Securities Act shall be represented by issued initially in the form of one or more registered global Securities in definitive, fully registered, global form without interest coupons (collectively, the “"Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), ") which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depository Depositary or the a nominee of the Depository Depositary for credit to the accounts of designated agents holding on behalf of Euroclear participating organizations (collectively, "Direct Participants") and other entities that clear through or Clearstream. The Restricted Period shall be terminated upon maintain a direct or indirect custodial relationship with a Direct Participant (collectively, "Indirect Participants"), duly executed by the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in the Regulation S Temporary Global Security are permitted to be exchanged for beneficial interests in the Regulation S Permanent Global Security. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Securityas hereinafter provided. The aggregate principal amount of the Regulation S Temporary Rule 144A Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Securities offered and sold in reliance on Regulation S under the Securities Act shall be issued initially in the form of one or more registered, global book-entry Securities without interest coupons (collectively, the "Regulation S Global Securities" and, together with the Rule 144A Global Securities, the "Global Securities"), which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel, duly executed by the Company and authenticated by the Trustee as hereinafter provided. During the 40-day period commencing on the day after the later of the offering date and the Issuance Date (the "40-day Restricted Period"), beneficial interests in the Regulation S Global Securities may be held only through Euroclear or Cedel and, pursuant to the Depositary's procedures, Indirect Participants that hold a beneficial interest in the Regulation S Global Securities will not be able to transfer such interest to a person that takes delivery thereof in the form of an interest in the Rule 144A Global Securities. After the 40-Day Restricted Period, (i) beneficial interests in the Regulation S Global Securities may be transferred to a person that takes delivery in the form of an interest in the Rule 144A Global Securities and (ii) beneficial interests in the Rule 144A Global Securities may be transferred to a person that takes delivery in the form of an interest in the Regulation S Global Securities, PROVIDED, in each case, that the certification requirements set forth in Section 2.6 are complied with. The aggregate principal amount of the Regulation S Global Securities from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Each Global Security shall represent such of the outstanding Securities as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interests. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.6 hereof. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “General Terms "Management Regulations" and Conditions "Instructions to Participants" of Clearstream Banking” and “Customer Handbook” of Clearstream Cedel shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities that are held by Participants through Euroclear or ClearstreamCedel. The Trustee shall have no obligation to notify Holders of any such procedures or to monitor or enforce compliance with the same. Except as set forth in Section 2.6 hereof, the Global Securities 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 Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global SecuritiesSecurity”). ) and Regulation S Securities initially shall be represented by issued initially in the form of one or more temporary global Securities in fully registered, global form without interest coupons (collectively, the “Temporary Regulation S Global Security”), in each case without interest coupons and Table of Contents bearing the Global Securities Legend and Restricted Securities Legend and, in the case of the Temporary Regulation S Global Security, bearing the Temporary Regulation S Global Security Legend), which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities 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 securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Securities Legend (collectively, the “IAI Global Security”) shall also be issued on the Issue Date, deposited with the Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the issuance of the Securities on the date hereof. Except as set forth in this Section 2.1(b), beneficial interests in a Temporary Regulation S Global Security will not be exchangeable for interests in a Rule 144A Global Security, a permanent global note (the “Permanent Regulation S Global Security” and, together with the Temporary Regulation S Permanent Global Security (defined below)Security, the “Regulation S Global SecuritiesSecurity”), which shall be registered in ) or any other Security until the name expiration of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers’ Certificate certifying that the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in then, after the Regulation S Temporary Global Security are permitted to be exchanged for beneficial interests in the Regulation S Permanent Global Security. Following the termination expiration of the Restricted Period, beneficial may be exchanged for interests in the Rule 144A Global Security or the Permanent Regulation S Temporary Global Security shall be exchanged for only upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a permanent Global Security (transaction that did not require registration under the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the DepositorySecurities Act. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a “Global Security” and are collectively referred to herein as “Global Securities”. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Private Placement Legend, all as contemplated by this Appendix A); and (2) upon certification in form reasonably satisfactory to the Regulation S Permanent Global SecurityTrustee. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants participants through Euroclear or Clearstream.

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

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially ----------------- in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the date of this Indenture, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security. " and are collectively referred to herein as "Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”)Security") without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture. Regulation S Global Securities initially shall be represented by issued initially in the form of one or more temporary Global Securities in fully registered, global form without interest coupons (collectively, the “"Regulation S Temporary Global Securities") without interest coupons and bearing the Global Securities Legend and the Restricted Securities Legend and registered in the name of the Depositary or a nominee of the Depositary. Beneficial interests in a Regulation S Temporary Global Security will be exchangeable for beneficial interests in a single permanent Global Security (the "Regulation S Permanent Global Security” and", together with the Regulation S Permanent Temporary Global Security (defined below)Security, the “"Regulation S Global Securities”), which shall be registered in ") on or after the name expiration of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee or its agent of an Officers’ Certificate a certificate certifying that the Restricted Period may be terminated in accordance with Regulation S and that Holder of the beneficial interests interest in the Regulation S Temporary Global Security are permitted is a non-United States Person within the meaning of Regulation S or by United States persons who purchased those interests pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act (a "Regulation S Certificate"), substantially in the form set forth in Exhibit D hereto. One or more Global Securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Securities Legend (collectively, the "IAI Global Security") shall also be exchanged for issued on the Closing Date, deposited with the Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Permanent Global Security. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “transferred only to non-United States persons under Regulation S Permanent Global Security”) pursuant to the applicable procedures of the DepositoryS, qualified institutional buyers under Rule 144A or institutional accredited investors. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Securities are each referred to herein as a "Global Security" and are collectively referred to herein as "Global Securities"; provided that the term "Global Security" when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

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

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registeredregistered form (collectively, the "Rule 144A Global Security") and Regulation S Securities shall be issued initially in the form of one or more temporary global Securities (collectively, the "Temporary Regulation S Global Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and regis tered 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. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Securities Legend (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary "IAI Global Security” and") shall also be issued on the Closing Date, together deposited with the Regulation S Permanent Global Security (defined below)Securities Custodian, the “Regulation S Global Securities”), which shall be and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee as provided in this Indenture to accommodate transfers of an Officers’ Certificate certifying that the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in the Regulation S Temporary Global Security are permitted Securities to be exchanged for IAIs subsequent to the initial distribution. Except as set forth in Section 2.3, beneficial ownership interests in the Temporary Regulation S Permanent Global Security will not be exchangeable for interests in the Rule 144A Global Security, the IAI Global Security, a Permanent Regulation S Global Security (as defined below) or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period. Following Upon the termination expiration of the Restricted Period, beneficial interests in the Securities represented by the Temporary Regulation S Temporary Global Security shall may be exchanged for beneficial interests in a permanent the Permanent Regulation S Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depositoryas described below in Section 2.3(d). Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security, the Temporary Regulation S Global Security and the Permanent Regulation S Global Security are each referred to herein as a Global Security and are collectively referred to herein as "Global Securities." The Temporary Regulation S Global Security. Security and the Permanent Regulation S Global Security are referred to herein as "Regulation S Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Private Placement Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityCompany. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Restricted Securities Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityIssuer. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Closing Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to will not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security. " and are collectively referred to herein as "Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the date of this Indenture, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary IAI Global Security and the Regulation S Permanent Global Security are each referred to herein as a "Global Security" and are collectively referred to herein as "Global Securities." The aggregate principal amount of each of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more temporary global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S "Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository or the a nominee of the Depository for Depository, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in the Restricted Period may be terminated Indenture. Except as set forth in accordance with Regulation S and that Section 2.3, beneficial ownership interests in the Temporary Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Rule 144A Global Security or a Permanent Regulation S Permanent Global SecuritySecurity (as defined below) or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period. Following Upon the termination expiration of the Restricted Period, beneficial interests in the Securities represented by the Temporary Regulation S Temporary Global Security shall may be exchanged for beneficial interests in a permanent the Permanent Regulation S Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depositoryas described below in Section 2.3(b). Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel the Temporary Regulation S Temporary Global Security and the Permanent Regulation S Global Security are each referred to herein as a "Global Security. " and are collectively referred to herein as "Global Securities." The Temporary Regulation S Global Security and the Permanent Regulation S Global Security are referred to herein as "Regulation S Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

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

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Private Placement Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityCompany. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers TRDOCS01/76765.8 -- of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

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

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

Global Securities. (i) The Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”"). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectivelycoupons, bearing the “Regulation S Temporary Global Security” andSecurities Legend and the Restricted Securities Legend, together deposited on behalf of the purchasers of the Securities represented thereby with the Regulation S Permanent Global Security (defined below)Securities Custodian, the “Regulation S Global Securities”), which shall be and registered in the name of the U.S. Depository or the a nominee of the Depository for U.S. Depository, duly executed by the accounts Company and authenticated by the Trustee as provided herein and in the Indenture. The Regulation S Securities shall be issued initially in the form of designated agents holding one or more global Securities in definitive, fully registered form (collectively, the "Regulation S Global Securities"), without interest coupons, bearing the Global Securities Legend and Restricted Securities Legend, deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, for credit to the respective accounts of the purchasers (or to such other accounts as they may direct) at Euroclear or Clearstream. The Restricted Period shall be terminated upon , duly executed by the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided herein and in the Restricted Period may be terminated Indenture. Beneficial ownership interests in accordance with a Regulation S and that beneficial Global Security shall not be exchangeable for interests in the Regulation S Temporary a Rule 144A Global Security are permitted to be exchanged for beneficial interests in or any other Security without a Restricted Securities Legend until the Regulation S Permanent Global Security. Following the termination expiration of the Restricted Period, beneficial interests in the . A Rule 144A Global Security and a Regulation S Temporary Global Security shall be exchanged for beneficial interests in are each referred to herein as a permanent Global Security (the “Regulation S Permanent "Global Security”) pursuant " and are collectively referred to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent herein as "Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the U.S. Depository or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially issued to QIBs shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”000X Xxxxxx Xxxxxxxx"). Regulation S , Securities initially issued to non-U.S. Persons and Persons not in the United States shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Security") and Securities issued to IAIs shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the "IAI Global Security"), in each case without interest coupons and bearing the Global Securities Legend and, in the case of Consenting Securities”), the Restricted Securities Legend, which shall be deposited on behalf of the holders of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that the Restricted Period may be terminated as provided in accordance with Regulation S and that beneficial this Indenture. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security" and are collectively referred to herein as "Global Securities", PROVIDED, that the term "Global Security" when used in Sections 2.1(b), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 of this Appendix shall also include any Security in global form issued in connection with a Registered Exchange Offer or Private Exchange. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

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

Global Securities. (i1) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Private Placement Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityIssuer. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Restricted Securities Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityIssuer. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. Appendix A-2 The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i1) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Private Placement Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityCompany. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of NY1:1657728.6 A- Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Issuer and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Closing Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security. " and are collectively referred to herein as "Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued ------------------ initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Closing Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to will not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security. " and are collectively referred to herein as "Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which CG&R DRAFT: 4/21/08 2:36 PM #907342 v26 (RM2X26_.DOC) shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”). The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Private Placement Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityCompany. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more temporary global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S "Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository or the a nominee of the Depository for Depository, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that the Restricted Period may be terminated as provided in accordance with Regulation S and that this Indenture. Except as set forth in Section 2.3, beneficial ownership interests in the Temporary Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Rule 144A Global Security or a Permanent Regulation S Permanent Global SecuritySecurity (as defined below) or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period. Following Upon the termination expiration of the Restricted Period, beneficial interests in the Securities represented by the Temporary Regulation S Temporary Global Security shall may be exchanged for beneficial interests in a permanent the Permanent Regulation S Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depositoryas described below in Section 2.3(b). Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel the Temporary Regulation S Global Security and the Permanent Regulation S Global Security are each referred to herein as a Global Security and are collectively referred to herein as "Global Securities." The Temporary Regulation S Global Security. Security and the Permanent Regulation S Global Security are referred to herein as "Regulation S Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository Common Depositary or the nominee of the Depository Common Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon certification in form reasonably satisfactory to the receipt by the Trustee of an Officers’ Certificate certifying that the Restricted Period may be terminated in accordance with Regulation S and Common Depositary, if required, that beneficial ownership interests in the Regulation S Temporary Global Security are permitted to be exchanged for beneficial 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 Regulation S Permanent Securities Act (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global SecuritySecurity bearing a Restricted Securities Legend, all as contemplated by this Appendix A). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee Common Depositary shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee Registrar and the Depository Common Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued ------------------ initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more temporary global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S "Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Issue Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Regulation S Temporary Global Security are permitted Securities to be exchanged for beneficial IAI's subsequent to the initial distribution. Beneficial ownership interests in the Temporary Regulation S Permanent Global Security will not be exchangeable for interests in the Rule 144A Global Security, the IAI Global Security, a Permanent Regulation S Global Security (as defined below) or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period. Following Upon the termination expiration of the Restricted Period, beneficial interests in the Securities represented by the Temporary Regulation S Temporary Global Security shall may be exchanged for beneficial interests in a permanent the Permanent Regulation S Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depositoryas described below in Section 2.3(d). Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security, the Temporary Regulation S Temporary Global Security. Security and the Permanent Regulation S Global Security are each referred to herein as a Global Security and are collectively referred to herein as "Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued ----------------- initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Closing Date with $0 original principal amount, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security" and are collectively referred to herein as "Global Securities", provided, that the term "Global Security" when used in Sections -------- 2.1(b)(third paragraph), 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more temporary global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S "Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Closing Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Regulation S Temporary Global Security are permitted Securities to be exchanged for IAIs subsequent to the initial distribution. Except as set forth in Section 2.3, beneficial ownership interests in the Temporary Regulation S Permanent Global Security will not be exchangeable for interests in the Rule 144A Global Security, the IAI Global Security, a Permanent Regulation S Global Security (as defined below) or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period. Following Upon the termination expiration of the Restricted Period, beneficial interests in the Securities represented by the Temporary Regulation S Temporary Global Security shall may be exchanged for beneficial interests in a permanent the Permanent Regulation S Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depositoryas described below in Section 2.3(d). Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security, the Temporary Regulation S Global Security and the Permanent Regulation S Global Security are each referred to herein as a Global Security and are collectively referred to herein as "Global Securities." The Temporary Regulation S Global Security. Security and the Permanent Regulation S Global Security are referred to herein as "Regulation S Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. 4(a)(2) Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (icollectively, the “4(a)(2) Global Securities”). Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers’ Certificate certifying that the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in the Regulation S Temporary Global Security are permitted to be exchanged for beneficial interests in the Regulation S Permanent Global Security”). Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). ) and Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall shall, in each case, be registered in the name of the Depository or USB Nominees (UK) Limited, as the nominee of the Depository Common Depositary (“USB Nominees”), for the accounts of designated agents holding on behalf of Euroclear Bank SA/NV, as operator of the Euroclear system, or any successor thereof (“Euroclear”) or Clearstream Banking, S.A., or any successor thereof (“Clearstream”). The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Restricted Securities Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityIssuer. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the DepositoryEuroclear and Clearstream. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, Registrar in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Rule 144A Global Securities, the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, registered form and Regulation S Securities shall be issued initially in the form of one or more temporary global form without interest coupons Securities (collectively, the “Rule 144A Global Securities”). "Temporary Regulation S Securities initially shall be represented by one or more Securities Global Security"), in fully registered, global form each case without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”)global securities legend and restricted securities legend set forth in Exhibit 1 hereto, which shall be deposited on behalf of the purchasers of the Initial Securities represented thereby with the Securities Custodian, and registered in the name of the Depository or the a nominee of the Depository for Depository, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee as provided in this Indenture. Beneficial ownership interests in the Temporary Regulation S Global Security will not be exchangeable for interests in the Rule 144A Global Security, a permanent global security (the "Permanent Regulation S Global Security"), or any other security without a legend containing restrictions or transfer until the expiration of an Officers’ Certificate certifying that the Restricted Period may be terminated in accordance with and then only upon certification (the "Regulation S and Certification") in form reasonably satisfactory to the Trustee that beneficial ownership interests in the such Temporary Regulation S Temporary Global Security are permitted to be exchanged for beneficial 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 Regulation S Permanent Global SecuritySecurities Act. Following the termination of the Restricted Period, beneficial ownership interests in the Temporary Regulation S Temporary Global Security shall may be exchanged for equivalent beneficial ownership interests in a permanent Global Security (the “Permanent Regulation S Permanent Global Security”) , the Rule 144A Global Security, or any other Security without a legend containing restrictions or transfer pursuant to the applicable procedures Applicable Procedures of the Depository. Simultaneously with Depositary and only upon the authentication receipt by the Trustee and Euroclear or Cedel of the Regulation S Permanent Certification from the owner of such beneficial ownership interest in such Temporary Regulation S Global Security. The Company shall instruct the Depositary that, until the expiration of the Restricted Period, beneficial ownership interests in the Temporary Regulation S Global Security may be held only in or through accounts maintained at the Depositary by Euroclear or Cedel (or by Agent Members acting for the account thereof), and no person shall be entitled to effect any transfer or exchange that would result in any such interest being held otherwise than in or through such an account. The Rule 144A Global Security, the Trustee shall cancel the Temporary Regulation S Temporary Global Security. Security and Permanent Regulation S Global Security are collectively referred to herein as "Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global SecuritiesSecurity”). ) and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below”), in each case without interest coupons and bearing the “Regulation S Global Securities”)Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Company and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the “IAI Global Security”) shall also be terminated issued on the Issue Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Company and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the issuance of the Initial Securities on the date hereof. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a “Global Security” and are collectively referred to herein as “Global Securities”; provided that the term “Global Security” when used in Sections 2.1(c), 2.3(g)(i), 2.3(h)(i) and 2.4 shall also include any Security in global form issued in connection with a Registered Exchange Offer. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “"Rule 144A Global Securities”). Security") and Regulation S Securities initially shall be represented by issued initially in the form of one or more global Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “"Regulation S Global Securities”Security"), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities Custodian, and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary, duly executed by the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt Issuers and authenticated by the Trustee of an Officers’ Certificate certifying that as provided in this Indenture. One or more global securities in definitive, fully registered form without interest coupons and bearing the Global Securities Legend and the Restricted Period may Securities Legend (collectively, the "IAI Global Security") shall also be terminated issued on the Closing Date, deposited with the Securities Custodian, and registered in accordance with Regulation S the name of the Depositary or a nominee of the Depositary, duly executed by the Issuers and that authenticated by the Trustee as provided in this Indenture to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to will not be exchanged exchangeable for beneficial interests in the Regulation S Permanent Rule 144A Global Security. Following , the termination IAI Global Security or any other Security without a Restricted Securities Legend until the expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent The Rule 144A Global Security, the Trustee shall cancel IAI Global Security and the Regulation S Temporary Global Security are each referred to herein as a "Global Security. " and are collectively referred to herein as "Global Securities." The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”). ) and Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”), which shall shall, in each case, be registered in the name of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear Bank SA/NV, as operator of the Euroclear system, or any successor thereof (“Euroclear”) or Clearstream Banking, S.A., or any successor thereof (“Clearstream”). Appendix A-2 The Restricted Period shall be terminated upon the receipt by the Trustee of: (1) a written certificate from the Depository, together with copies of an Officers’ Certificate certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in aggregate principal amount of the Regulation S Temporary Global Security are permitted (except to be exchanged for the extent of any beneficial interests owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Security bearing a Restricted Securities Legend, all as contemplated by this Appendix A); and (2) an Officers’ Certificate from the Regulation S Permanent Global SecurityIssuer. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Rule 144A Global Securities, the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Rule 144A Securities initially shall be represented by issued initially in the form of one or more permanent global Securities in definitive, fully registered, global registered form without interest coupons (collectively, the “Rule 144A Global SecuritiesSecurity”). ) and Regulation S Securities initially shall be represented by issued initially in the form of one or more temporary global Securities in fully registered, global form without interest coupons (collectively, the “Temporary Regulation S Global Security”), in each case without interest coupons and bearing the Global Securities Legend and Restricted Securities Legend and, in the case of the Temporary Regulation S Global Security, bearing the Temporary Regulation S Global Security Legend), which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Securities 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. Except as set forth in this Section 2.1(b), beneficial interests in a Temporary Regulation S Global Security will not be exchangeable for interests in a Rule 144A Global Security, a permanent global note (the “Permanent Regulation S Global Security” and, together with the Temporary Regulation S Permanent Global Security (defined below)Security, the “Regulation S Global SecuritiesSecurity”), which shall be registered in ) or any other Security until the name expiration of the Depository or the nominee of the Depository for the accounts of designated agents holding on behalf of Euroclear or Clearstream. The Restricted Period shall be terminated upon the receipt by the Trustee of an Officers’ Certificate certifying that the Restricted Period may be terminated in accordance with Regulation S and that beneficial interests in then, after the Regulation S Temporary Global Security are permitted to be exchanged for beneficial interests in the Regulation S Permanent Global Security. Following the termination expiration of the Restricted Period, beneficial may be exchanged for interests in the Rule 144A Global Security or the Permanent Regulation S Temporary Global Security shall be exchanged for only upon certification in form reasonably satisfactory to the Issuer and the Trustee that beneficial ownership interests in such Temporary Regulation S Global Security are owned either by non-U.S. persons or U.S. persons who purchased such interests in a permanent transaction that did not require registration under the Securities Act. The Rule 144A Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of and the Regulation S Permanent Global Security are each referred to herein as a “Global Security, the Trustee shall cancel the Regulation S Temporary ” and are collectively referred to herein as “Global SecuritySecurities”. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as nominee and on the case may be, in connection with transfers of interest schedules thereto as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.

Global Securities. (i) Each of the Rule 144A Securities initially and the Regulation S Securities shall be represented by issued initially in the form of one or more permanent Global Securities (collectively, with respect to any series, the "Rule 144A Global Security" and the "Regulation S Global Security", respectively) in definitive, fully registeredregistered form, global form in each case without interest coupons (collectively, and bearing the “Rule 144A Global Securities”). Regulation S Securities initially shall be represented by one or more Legend and Restricted Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Temporary Global Security” and, together with the Regulation S Permanent Global Security (defined below), the “Regulation S Global Securities”)Legend, which shall be deposited with the Trustee, at its New York office, as Securities Custodian (or with such other custodian as the Depositary may direct), and registered in the name of the Depository Depositary or the a nominee of the Depository for Depositary. One or more Global Securities in definitive, fully registered form without interest coupons and bearing the accounts Global Securities Legend and the Restricted Securities Legend (collectively, with respect to any series, the "IAI Global Security") shall also be issued on the date on which the closing of designated agents holding on behalf the offering of Euroclear or Clearstream. The Restricted Period each series of Securities occurs, and shall be terminated upon deposited with the receipt by Securities Custodian, and registered in the Trustee name of an Officers’ Certificate certifying the Depositary or a nominee of the Depositary to accommodate transfers of beneficial interests in the Securities to IAIs subsequent to the initial distribution; provided, however, that the Restricted Period Company may instead decide to issue Definitive Securities to IAIs, in which case such Securities will not be terminated in accordance with Regulation S eligible for book-entry system and that beneficial the form of such Definitive Securities shall contain special provisions regarding payment of interest and principal. Beneficial ownership interests in the Regulation S Temporary Global Security are permitted to shall not be exchanged exchangeable for beneficial interests in any other Security without a Restricted Securities Legend until the Regulation S Permanent Global Security. Following the termination expiration of the Restricted Period, beneficial interests in the Regulation S Temporary Global Security shall be exchanged for beneficial interests in a permanent Global Security (the “Regulation S Permanent Global Security”) pursuant to the applicable procedures of the Depository. Simultaneously with the authentication of the Regulation S Permanent Global Security, the Trustee shall cancel the Regulation S Temporary Global Security. The aggregate principal amount of the Regulation S Temporary Global Security and the Regulation S Permanent Global Security Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depository Depositary or its nominee, as the case may be, in connection with transfers of interest nominee as hereinafter provided. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Security and the Regulation S Permanent Global Security that are held by Participants through Euroclear or Clearstream.