EX-4.5



 





Exhibit 4.5




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.



     THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING
ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.



     THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY AND
THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR
INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THIS SECURITY EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT.



 









 





SKYWORKS SOLUTIONS, INC.

NO. 002




1.50% Convertible Subordinated Notes due 2012




No. CUSIP: 83088M AG7

No. ISIN: US83088MAG78




     Skyworks Solutions, Inc., a Delaware corporation (the “Company,” which term shall
include any successor Person under the Indenture referred to on the attached “Terms of the Notes”),
promises to pay to, or registered assigns, the principal amount of one hundred million dollars
($100,000,000) on March 1, 2012, and to pay interest thereon, in arrears, from and including the
most recent Interest Payment Date to which interest has been paid or duly provided for (or if no
interest has been paid, from, and including March 2, 2007), to, but excluding, March 1 and
September 1 of each year (each, an “Interest Payment Date”), beginning on September 1,
2007, at a rate of 1.50% per annum until the principal hereof is paid or made available for payment
at March 1, 2012, or upon acceleration, or until such date on which this security is converted or
purchased as provided herein. Except as otherwise provided in the Indenture and herein, the
interest so payable and punctually paid or duly provided for on any Interest Payment Date shall, as
provided in the Indenture (as hereinafter defined), be paid to the Person in whose name this
Security is registered at the close of business on the regular record date for such interest, which
shall be the February 15 or August 15 (whether or not a Business Day), as the case may be,
immediately preceding the relevant Interest Payment Date (each, an “Interest Payment Record
Date”).



     Reference is hereby made to the further provisions of this Security set forth on the attached
“Terms of the Notes”, which further provisions shall for all purposes have the same effect as if
set forth at this place.



[Signature page follows]




 









 








     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


Dated:                                         




	 	 	 	 	 
	 	SKYWORKS SOLUTIONS, INC.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Trustee’s Certificate of Authentication: This is one of the Securities referred to in the
within-mentioned Indenture.




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, not in its

individual capacity, but solely as Trustee,

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-2-4









 






	 	 	 	 	 



SKYWORKS SOLUTIONS, INC.




1.50% CONVERTIBLE SUBORDINATED NOTES DUE 2012





     This Security is one of a duly authorized issue of 1.50% Convertible Subordinated Notes due
2012 (the “Securities”) of the Company issued under an Indenture, dated as of March 2, 2007
(the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the
“Trustee”). The terms of the Security include those stated in the Indenture, those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the
“TIA”), and those set forth in this Security. This Security is subject to all such terms,
and Holders are referred to the Indenture and the TIA for a statement of all such terms. To the
extent permitted by applicable law, if any provision of this Security conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture
unless otherwise indicated.



1. Interest.




     Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day
months as set forth on the face of the Security.



     If the Holder elects to require the Company to purchase this Security pursuant to paragraph 5
of this Security, on a date that is after an Interest Payment Record Date but on or before the
corresponding Interest Payment Date, interest and Additional Interest, if any, accrued and unpaid
hereon to, but not including, the applicable Fundamental Change Purchase Date shall be paid to the
same Holder to whom the Company pays the principal of this Security. Interest and Additional
Interest, if any, accrued and unpaid hereon at the Final Maturity Date also shall be paid to the
same Holder to whom the Company pays the principal of this Security.



     Interest and Additional Interest, if any, on Securities converted after the close of business
on an Interest Payment Record Date but prior to the corresponding Interest Payment Date shall be
paid, on such Interest Payment Date, to the Holder of the Securities as of the close of business on
the Interest Payment Record Date but, upon conversion, the converting Holder must pay the Company
an amount equal to the interest that shall be payable on such Interest Payment Date. No such
payment need be made with respect to Securities converted after an Interest Payment Record Date and
prior to the corresponding Interest Payment Date (1) if any overdue interest exists at the time of
conversion with respect to the Securities being converted, but only to the extent of the amount of
such overdue interest, or (2) if the Holder converts after the close of business on the last
Interest Payment Record date prior to March 1, 2012 (the “Final Maturity Date”).



     Except as otherwise stated herein, any reference herein to interest accrued or payable as of
any date shall include Additional Interest, if any, accrued or payable on such date as provided in
the Indenture or the Registration Rights Agreement.



2. Method of Payment.




     Payment of the principal of, and interest on, the Securities shall be made at the office of
the Paying Agent in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. The Holder must surrender this Security
to a Paying Agent to collect payment of principal. Payment of interest on Certificated Securities
shall be made by check mailed to the address of the Person entitled thereto as such address appears
in the Register; provided, however, that Holders with Securities in an aggregate



 









 




principal amount in excess of $2.0 million shall be paid, at their written election, by wire
transfer of immediately available funds. Notwithstanding the foregoing, so long as the Securities
are registered in the name of a Depositary or its nominee, all payments with respect to the
Securities shall be made by wire transfer of immediately available funds to the account of the
Depositary or its nominee.




3. Paying Agent, Registrar, Conversion Agent.




     Initially, the Trustee shall act as Paying Agent, Registrar and Conversion Agent. The Company
or any Affiliate of the Company may act as Paying Agent, Registrar or Conversion Agent, subject to
the terms of the Indenture.



4. Indenture.




     The Securities are general subordinated unsecured obligations of the Company initially limited
to $100,000,000 aggregate principal amount. The Company may, without consent of the
Securityholders, issue additional Securities under the Indenture with the same terms as the notes
offered hereby in an unlimited aggregate principal amount. The Indenture does not limit other debt
of the Company, senior or subordinated or secured or unsecured.



5. Purchase by the Company Upon a Fundamental Change.




     Subject to the terms and conditions of the Indenture, the Company shall become obligated to
purchase for Cash, at the option of any Holder, all or any portion of the Securities held by such
Holder upon a Fundamental Change in multiples of $1,000 at the Fundamental Change Purchase Price.
To exercise such right, a Holder shall deliver to the Paying Agent a Fundamental Change Purchase
Notice containing the information set forth in the Indenture, at any time prior to 5:00 p.m., New
York City time, on the Business Day immediately preceding the Fundamental Change Purchase Date, and
shall deliver the Securities to the Paying Agent as set forth in the Indenture.



     Holders have the right to withdraw any Fundamental Change Purchase Notice by delivering to the
Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture.



     If Cash sufficient to pay the Fundamental Change Purchase Price of all Securities or portions
thereof to be purchased with respect to a Fundamental Change Purchase Date is deposited with the
Paying Agent by 10:00 a.m., New York City time, on the Fundamental Change Purchase Date and the
Paying Agent is not prohibited from paying such money to the Holders on such date pursuant to the
terms of the Indenture, then on and after such Fundamental Change Purchase Date such Securities
shall cease to be outstanding and interest on such Securities shall cease to accrue, whether or not
such Securities are delivered by their Holders to the Paying Agent, and the Holders thereof shall
have no rights as such other than the right to receive the Fundamental Change Purchase Price upon
delivery of such Securities to the Paying Agent.



6. Conversion.




     Subject to the terms of the Indenture, prior to the Final Maturity Date, Holders may surrender
Securities, in whole or in part, for conversion at the Conversion Price then in effect. Subject to
the terms and conditions of the Indenture, a Holder of a Security may convert the Security (or any
portion thereof equal to $1,000 principal amount or any integral multiple of $1,000 principal
amount in excess thereof) into Cash, shares of Common Stock or a combination



 









 




of Cash and shares of Common Stock, at the Company’s option in accordance with Section
4.13 of the Indenture; provided, however, that, if a Fundamental Change Purchase Notice with
respect to a Security is delivered in accordance with the Indenture, such Security shall not be
convertible unless such Fundamental Change Purchase Notice is duly withdrawn in accordance with the
Indenture or unless there shall be a default in the payment of the Fundamental Change Purchase
Price, in which case the conversion right with respect to such Security shall terminate immediately
when such default is cured and such Security is purchased in accordance with the Indenture.




     The initial Conversion Rate is 105.0696 shares of Common Stock per $1,000 principal amount of
Securities, which represents an initial Conversion Price of approximately $9.52 per share of Common
Stock. The Conversion Rate is subject to adjustment under certain circumstances as provided in the
Indenture, including, with respect to Securities surrendered for conversion, upon a Fundamental
Change. No fractional shares will be issued upon conversion.



     To convert a Security, a Holder must (i) if the Security is represented by a Global Security,
comply with the Applicable Procedures, or (ii) if the Security is represented by a Certificated
Security, (a) deliver to the Conversion Agent a duly signed and completed Conversion Notice set
forth below, (b) deliver the Security to the Conversion Agent, (c) deliver to the Conversion Agent
appropriate endorsements and transfer documents if required by the Conversion Agent and (d) pay any
tax or duty, if required pursuant to the Indenture. A Holder may convert a portion of a Security
equal to $1,000 or any integral multiple thereof.



7. Denominations; Transfer; Exchange.




     The Securities are in registered form, without coupons, in denominations of $1,000 and
integral multiples of $1,000. A Holder may register the transfer of or exchange Securities in
accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain taxes, assessments or other
governmental charges that may be imposed in relation thereto by law or permitted by the Indenture.



8. Persons Deemed Owners.




     The registered Holder of a Security may be treated as the owner of such Security for all
purposes.



9. Unclaimed Money or Securities.




     The Trustee and the Paying Agent shall return to the Company upon written request any Cash or
securities held by them for the payment of any amount with respect to the Securities that remains
unclaimed for two years, subject to applicable unclaimed property law. After return to the
Company, Holders entitled to the Cash or securities must look to the Company for payment as general
creditors unless an applicable abandoned property law designates another person.



10. Amendment, Supplement and Waiver.




     Subject to certain exceptions, the Securities or the Indenture may be amended or supplemented
with the consent of the Holders of at least a majority in aggregate principal amount of the
Securities and the 2010 Securities then outstanding; provided, however, that (i) if any amendment,
supplement or waiver would by its terms disproportionately and adversely affect the Securities,
such amendment, supplement or waiver will also require the consent of Holders of at



 









 




least a majority in aggregate principal amount of the Securities then outstanding and (ii) if
any amendment, supplement or waiver would only affect the Securities or the 2010 Securities, as the
case may be, such amendment, supplement or waiver will only require the consent of Holders of at
least a majority in aggregate principal amount of the Securities or the 2010 Securities, as
applicable, then outstanding. Subject to certain exceptions, an existing Default or Event of
Default with respect to the Securities and its consequences or compliance with any provision of the
Securities or the Indenture may be waived with the consent of the Holders of at least a majority in
aggregate principal amount of the Securities then outstanding. Subject to the terms of the
Indenture, without the consent of or notice to any Holder, the Company and the Trustee may amend or
supplement the Indenture or the Securities to, among other things, cure any ambiguity, defect or
inconsistency or make any change that does not adversely affect in any material respect the legal
rights under the Indenture of any Holder.




11. Defaults and Remedies.




     If any Event of Default other than as a result of certain events of bankruptcy, insolvency or
reorganization of the Company occurs and is continuing, the principal of all the Securities then
outstanding plus accrued and unpaid interest may be declared due and payable in the manner and with
the effect provided in the Indenture. If an Event of Default occurs as a result of certain events
of bankruptcy, insolvency or reorganization of the Company, the principal amount of the Securities
plus accrued and unpaid interest shall become due and payable immediately without any declaration
or other act on the part of the Trustee or any Holder, all to the extent provided in the Indenture.



12. Trustee Dealings with the Company.




     Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Securities and may otherwise
deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise
deal with the Company or its Affiliates with the same rights it would have if it were not the
Trustee.



13. No Recourse Against Others.




     No recourse under or upon any obligation, covenant or agreement of the Company contained in
the Indenture, or in this Security, or because of any indebtedness evidenced thereby or hereby,
shall be had against any incorporator, as such, or against any past, present or future employee,
stockholder, officer or director, as such, of the Company or of any successor, either directly or
through the Company or any successor, under any rule of law, statute or constitutional provision or
by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the Securities by the Holders
and as part of the consideration for the issuance of the Securities.



14. Authentication.




     This Security shall not be valid until the Trustee or an authenticating agent manually signs
the certificate of authentication on the other side of this Security.



15. Abbreviations.




     Customary abbreviations may be used in the name of the Holder or an assignee, such as: TEN COM
(= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint



 









 




tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and UGMA
(= Uniform Gifts to Minors Act).




16. Indenture to Control; Governing Law.




     To the extent permitted by applicable law, if any provision of this Security conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. This Security shall be governed by, and construed in accordance with, the laws of the
State of New York.



17. Copies of Indenture.




     The Company shall furnish to any Holder, upon written request and without charge, a copy of
the Indenture. Requests may be made to: Skyworks Solutions, Inc., 20 Sylvan Road, Woburn, MA
01801, Fax no.: (781) 376-3310, Attention: General Counsel.



18. Registration Rights.




     The Holders of the Securities are entitled to the benefits of a Registration Rights Agreement,
dated as of March 2, 2007, between the Company and the Initial Purchaser, including, in certain
circumstances, the receipt of Additional Interest upon a registration default (as defined in such
agreement).



19. Subordination.




     The Securities are subordinated to Senior Indebtedness, as defined in the Indenture. To the
extent provided in the Indenture, Senior Indebtedness must be paid before the Securities may be
paid. The Company agrees, and each Securityholder by accepting a Security agrees, to the
subordination provisions contained in the Indenture and authorizes the Trustee to give it effect
and appoints the Trustee as attorney-in-fact for such purpose.




 










 





SCHEDULE OF EXCHANGES OF SECURITIES




     The following exchanges, purchases or conversions of a part of this Global Security have been
made:




	 
	 	 	 	 	 	 	 	 	 	 	 	PRINCIPAL AMOUNT OF
	 	 	 	 	 	DECREASE IN	 	 	INCREASE IN	 	 	THIS GLOBAL
	DATE OF	 	AUTHORIZED	 	 	PRINCIPAL AMOUNT OF	 	 	PRINCIPAL AMOUNT OF	 	 	SECURITY FOLLOWING
	DECREASE OR	 	SIGNATORY OF	 	 	THIS GLOBAL	 	 	THIS GLOBAL	 	 	SUCH DECREASE OR
	INCREASE	 	SECURITIES	 	 	SECURITY	 	 	SECURITY	 	 	INCREASE






 









 








ASSIGNMENT FORM



To assign this Security, fill in the form below:



I or we assign and transfer this Security to




 




(Insert assignee’s soc. sec. or tax ID no.)




 




(Print or type assignee’s name, address and zip code)



and irrevocably appoint the agent to transfer this Security on the books of the Company. The agent
may substitute another to act for him.




Dated:                                         




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Your Signature:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Sign exactly as your name
appears on the other side of this
Security)
	 
	 	 	 	 	 	 	 	 
	Signature Guaranteed 

Participant in a Recognized Signature	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Guarantee Medallion Program	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 
	 	 	 	 






 









 






FORM OF CONVERSION NOTICE




     To convert this Security into Cash, shares of Common Stock or a combination of Cash and shares
of Common Stock, as applicable and as provided in the Indenture, check the box o



     To convert only part of this Security, state the principal amount to be converted (which must
be $1,000 or a multiple of $1,000): ____________



     If you want the stock certificate made out in another person’s name, fill in the form below:



 




(Insert assignee’s soc. sec. or tax ID no.)




 




(Print or type assignee’s name, address and zip code)




     The undersigned (the “Applicant”) hereby makes application for the issuance of record to the
name of the Applicant of shares of Common Stock.



Date:                                         




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Your Signature:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(Sign exactly as your name appears on the
other side of this Security)
	 
	 	 	 	 	 	 	 	 
	Signature Guaranteed 

Participant in a Recognized Signature	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Guarantee Medallion Program	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

Authorized Signatory
	 	 	 	 	 	 






 









 






FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE




U.S. Bank National Association, as Trustee

One Federal Street, 3rd Floor

Boston, MA 02110





			
		 	Attn: Corporate Trust Administration






				
	 	Re:	 	Skyworks Solutions, Inc. (the “Company”)
	 	 	 	1.50% Convertible Subordinated Notes due 2012






     This is a Fundamental Change Purchase Notice as defined in Section 3.1(c) of the
Indenture, dated as of March 2, 2007 (the “Indenture”), between the Company and U.S. Bank National
Association, as Trustee. Terms used but not defined herein shall have the meanings ascribed to
them in the Indenture.



     Certificate No(s). of Securities:



     I intend to deliver the following aggregate principal amount of Securities for purchase by the
Company pursuant to Article III of the Indenture (in multiples of $1,000):



$


     I hereby agree that the Securities shall be purchased on the Fundamental Change Purchase Date
pursuant to the terms and conditions specified in paragraph 5 of the Securities and in the
Indenture.



Signed:                                         





 









 








CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER OF RESTRICTED SECURITIES





				
	 	Re:	 	1.50% Convertible Subordinated Notes due 2012

	 	 	 	
(the “Securities”) of Skyworks Solutions, Inc.





     This
certificate relates to $____________ principal amount of Securities owned in
(check applicable box):



     o book-entry or          o definitive form by (the “Transferor”).



     The Transferor has requested a Registrar or the Trustee to exchange or register the transfer
of such Securities. In connection with such request and in respect of each such Security, the
Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating
to the Securities as provided in Section 2.12 of the Indenture, dated as of March 2, 2007,
between Skyworks Solutions, Inc. and U.S. Bank National Association, as trustee (the “Indenture”),
and either the transfer of such Security is being made pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable
box) or the transfer or exchange, as the case may be, of such Security does not require
registration under the Securities Act because (check applicable box):




	 	o 	 	 Such Security is being transferred pursuant to an effective registration statement under the Securities Act.
	 
	 	o 	 	Such Security is being acquired for the Transferor’s own account, without transfer.
	 
	 	o 	 	Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company.
	 
	 	o 	 	Such Security is being transferred to a person the Transferor reasonably believes
is a “qualified institutional buyer” (as defined in Rule 144A or any successor
provision thereto (“Rule 144A”) under the Securities Act) to whom notice has been
given that the transfer is being made in reliance on such Rule 144A, in reliance on
Rule 144A.
	 
	 	 o	 	Such Security is being transferred pursuant to and in compliance with an exemption
from the registration requirements under the Securities Act in accordance with Rule
144 (or any successor thereto) (“Rule 144”) under the Securities Act.
	 
	 	o 	 	Such Security is being transferred to a non-U.S. Person in an offshore transaction
in compliance with Rule 904 of Regulation S under the Securities Act (or any successor
thereto).
	 
	 	o 	 	Such Security is being transferred pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act (other than an exemption
referred to above).





     The Transferor acknowledges and agrees that, if the transferee will hold any such Securities
in the form of beneficial interests in a Global Security that is a “restricted security” within the
meaning of Rule 144 under the Securities Act, then such transfer can be made only (x) pursuant to
Rule 144A under the Securities Act to a transferee that the transferor reasonably believes is a
“qualified institutional buyer,” as defined in Rule 144A, or (y) pursuant to Regulation S under the
Securities Act.



 









 





Date:                                         




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature(s) of Transferor
	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	(If the registered owner is a
corporation, partnership or
fiduciary, the title person signing
on behalf of such registered owner
must be stated.)
	 
	 	 	 	 	 	 	 	 
	Signature Guaranteed 

Participant in a Recognized Signature	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Guarantee Medallion Program	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 


	 

	 	Authorized Signatory	 	 	 	 	 	 






 









 






     IN WITNESS WHEREOF,



	 	 	 	 	 
	 	
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title: