Form of Regulation S Global Note



 Exhibit 4.5 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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.

 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE
SELLER OF THIS NOTE 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 NOTE AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) THIS NOTE 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) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV)
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 NOTE FROM IT OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE
(A) ABOVE. 







 THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 








			
	No. 002	  	$2,875,000

 RBS GLOBAL, INC. 
 REXNORD LLC 
 8 7/8% Senior Note due 2016 
 CUSIP No.U7533PAC6 
 ISIN No.USU7533PAC69 
 RBS GLOBAL, INC., a Delaware corporation (“RBS Global”) and REXNORD LLC, a Delaware limited liability company (“Rexnord” and,
together with RBS Global, the “Issuers”), promise to pay to Cede & Co., or registered assigns, the principal sum of Two Million, Eight Hundred Seventy-Five Thousand Dollars on September 1, 2016. 
 Interest Payment Dates: March 1 and September 1 
 Record Dates: February 15 and August 15 
 Additional provisions of this Security are set forth on
the other side of this Security. 
 [Remainder of page intentionally left blank] 







 IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 
  

			
	RBS GLOBAL, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	REXNORD LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated: February 7, 2007 







 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Securities referred to in the Indenture.
		
	By:	 	  

		 	Authorized Signatory








 REVERSE OF NOTE 
 RBS GLOBAL, INC. 
 REXNORD LLC 
 8 7/8% Senior Note due 2016 
 1. Interest 
 (a) RBS GLOBAL, INC., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein
called “RBS Global”) and REXNORD LLC, a Delaware limited liability company (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called “Rexnord” and, together with RBS Global,
the “Issuers”), promise to pay interest on the principal amount of this Security at the rate per annum shown above; provided, however, that if a Registration Default (as defined in the Registration Rights Agreement) occurs, additional
interest will accrue on this Security at the rates set forth in the Registration Rights Agreement. The Issuers shall pay interest semiannually on March 1 and September 1 of each year, commencing September 1, 2007. Interest on the
Securities shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from February 7, 2007 until the principal hereof is due. Interest shall be computed on
the basis of a 360-day year of twelve 30-day months. The Issuers shall pay interest on overdue principal at the rate borne by the Securities, and shall pay interest on overdue installments of interest at the same rate to the extent lawful.

 (b) Registration Rights Agreement. The Holder of this Security is entitled to the benefits of a Registration Rights Agreement,
dated as of February 7, 2007, among the Issuers, the Guarantors and the Initial Purchasers. 
 2. Method of Payment 
 The Issuers shall pay interest on the Securities (except defaulted interest) to the Persons who are registered Holders at the close of business on the
February 15 or August 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date (whether or not a Business Day). Holders must surrender Securities to the
Paying Agent to collect principal payments. The Issuers shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. Payments in
respect of the Securities represented by a Global Security (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor
depositary. The Issuers shall make all payments in respect of a certificated Security (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuers, payment of interest may be made
by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire
transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than
30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 







 3. Paying Agent and Registrar 
 Initially, Wells Fargo Bank, National Association, a national banking association (the “Trustee”), will act as Paying Agent and Registrar. The Issuers may appoint and change any Paying Agent or Registrar
without notice. The Issuers or any of their domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
 4. Indenture

 The Issuers issued the Securities under an Indenture dated as of February 7, 2007 (the “Indenture”), between the Issuers and
the Trustee. The terms of the Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the
“TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are
referred to the Indenture and the TIA for a statement of such terms and provisions. 
 The Securities are senior unsecured obligations of the
Issuers. This Security is one of the Original Securities referred to in the Indenture. The Securities include the Original Securities, any Additional Securities (together with the Original Securities, the “Initial Securities”) and any
Exchange Securities issued in exchange for the Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain
limitations on the ability of RBS Global and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions
upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of RBS Global and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur
Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property.

 To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable by the Issuers
under the Indenture and the Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Securities and the Indenture, the Guarantors have, jointly and severally,
unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture. 
 5. Optional Redemption

 Except as set forth in the following two paragraphs, the Securities shall not be redeemable at the option of the Issuers prior to
August 1, 2011. Thereafter, the Securities shall be redeemable at the option of the Issuers, in whole at any time or in part from time to time, upon 








 
on not less than 30 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus
accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the
12-month period commencing on August 1 of the years set forth below: 
  

				
	 Year
	  	Redemption Price	 
	 2011
	  	104.438	%
	 2012
	  	102.219	%
	 2013 and thereafter
	  	100.000	%

 In addition, prior to August 1, 2011, the Issuers may redeem the Securities at their option,
in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the
Securities redeemed plus the Applicable Premium as of, and accrued and unpaid interest and additional interest, if any, to, the applicable redemption date (subject to the right of the Holders of record on the relevant record date to receive interest
due on the relevant interest payment date). 
 Notwithstanding the foregoing, at any time and from time to time on or prior to August 1,
2009, the Issuers may redeem in the aggregate up to 35% of the original aggregate principal amount of the Securities (calculated after giving effect to any issuance of Additional Securities), with the net cash proceeds of one or more Equity
Offerings (1) by the Issuers or (2) by any direct or indirect parent of the Issuers, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuers or used to purchase Capital Stock
(other than Disqualified Stock) of the Issuers from it, at a redemption price equal to 108.875% of the principal amount thereof plus accrued and unpaid interest and additional interest, if any, to the redemption date (subject to the right of the
Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 65% of the original aggregate principal amount of the Securities (calculated after giving effect to
any issuance of Additional Securities) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not
less than 30 nor more than 60 days’ notice mailed to each Holder of Securities being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Notice of any redemption upon any Equity Offering may be given prior to
the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 
 6. Sinking Fund 
 The Securities are not subject to
any sinking fund. 
 7. Notice of Redemption 
 Notice of redemption will be mailed by first-class mail at least 30 days but not more than 








 
60 days before the redemption date to each Holder of Securities to be redeemed at his, her or its registered address. Securities in denominations larger than
$2,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the redemption date is deposited with
a Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Securities (or such portions thereof) called for redemption. 
 8. Repurchase of Securities at the Option of the Holders upon Change of Control and Asset Sales 
 Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the
Issuers to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the
Holders of record on the relevant record date to receive interest due on the relevant interest payment date), as provided in, and subject to the terms of, the Indenture. 
 In accordance with Section 4.06 of the Indenture, the Issuers will be required to offer to purchase Securities upon the occurrence of certain events. 
 9. [Reserved] 
 10. Denominations; Transfer; Exchange 
 The Securities are in registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000. A Holder shall register the
transfer of or exchange of Securities in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents
and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the
Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed. 
 11.
Persons Deemed Owners 
 The registered Holder of this Security shall be treated as the owner of it for all purposes. 
 12. Unclaimed Money 
 If money for the payment of
principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuers at their written request unless an abandoned property law designates another Person. After any such payment, the Holders
entitled to the money must look to the Issuers for payment as general creditors and the Trustee and a Paying Agent shall have no further liability with respect to such monies. 







 13. Discharge and Defeasance 
 Subject to certain conditions, the Issuers at any time may terminate some of or all their obligations under the Securities and the Indenture if the Issuers deposit with the Trustee money or U.S. Government Obligations
for the payment of principal and interest on the Securities to redemption or maturity, as the case may be. 
 14. Amendment; Waiver 
 Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders
of at least a majority in aggregate principal amount of the outstanding Securities (voting as a single class) and (ii) any past default or compliance with any provisions may be waived with the written consent of the Holders of at least a
majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuers and the Trustee may amend the Indenture or the Securities (i) to cure any
ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuers under the Indenture and the Notes; (iii) to provide for the assumption by a Successor Guarantor of
the obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities (provided that the uncertificated Securities are issued in
registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code); (v) to add Guarantees with respect to the Securities; (vi) to
add additional covenants of the Issuers for the benefit of the Holders or to surrender rights and powers conferred on the Issuers; (vii) to comply with the requirements of the SEC in order to effect or maintain the qualification of the
Indenture under the TIA; (viii) to make any change that does not adversely affect the rights of any Holder; or (ix) to provide for the issuance of the Exchange Securities or Additional Securities. 
 15. Defaults and Remedies 
 If an Event of Default
occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuers) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities, in each
case, by notice to the Issuers, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization
of the Issuers occurs, the principal of, premium, if any, and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the
Holders of a majority in principal amount of the outstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. 
 If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such
Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest
when due, no 








 
Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an
Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security
or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal
amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are
given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that
conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 
 16.
Trustee Dealings with the Issuers 
 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 Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the
same rights it would have if it were not Trustee. 
 17. No Recourse Against Others 
 No director, officer, employee, incorporator or holder of any equity interests in the Issuers or of any Guarantor or any direct or indirect parent
corporation, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Securities, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of
Securities by accepting a Security waives and releases all such liability. 
 18. Authentication 
 This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security. 
 19. Abbreviations 
 Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 







 20. Governing Law 
 THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 21. CUSIP Numbers; ISINs 
 The Issuers have caused
CUSIP numbers and ISINs to be printed on the Securities and have directed the Trustee to use CUSIP numbers and ISINs in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as
printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Issuers will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Security. 







 ASSIGNMENT FORM 
 To assign this Security, fill in the form below: 
 I or we assign and transfer this Security to: 
  

	
	  

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

	
	  

	 (Insert assignee’s soc. sec. or tax I.D. No.)


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

									
	  

					
	Date:	 	  
	 		 	Your Signature:	 	  

	
	  

	Sign exactly as your name appears on the other side of this Security.

 Signature Guarantee: 
  

							
	Date:	 	  
	 		 	  

	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 		 	Signature of Signature Guarantee








 CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR 
 REGISTRATION OF TRANSFER RESTRICTED SECURITIES 
 This certificate relates to
$                 principal amount of Securities held in (check applicable space)          book-entry or
         definitive form by the undersigned. 
 The undersigned (check one box below): 
  

			
	  ̈            
	  	has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered
form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above);
		
	  ̈
	  	has requested the Trustee by written order to exchange or register the transfer of a Security or Securities.

 In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the
expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Securities are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 
  

						
	 (1)
	 	 ̈	 	  	to the Issuers; or
			
	 (2)
	 	 ̈	 	  	to the Registrar for registration in the name of the Holder, without transfer; or
			
	 (3)
	 	 ̈	 	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	 (4)
	 	 ̈	 	  	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
			
	 (5)
	 	 ̈	 	  	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933 and such Security
shall be held immediately after the transfer through Euroclear or Clearstream until the expiration of the Restricted Period (as defined in the Indenture); or
			
	 (6)
	 	 ̈	 	  	to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter
containing certain representations and agreements; or
			
	 (7)
	 	 ̈	 	  	pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.








 Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced
by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuers or the Trustee may require, prior to registering any such transfer
of the Securities, such legal opinions, certifications and other information as the Issuers or the Trustee have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933. 
  

									
	Date:	 	  
	 		 	Your Signature:	 	  


 Signature Guarantee: 
  

							
	 Date:
	 	  
	 		 	  

	Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the
Trustee	 		 	Signature of Signature Guarantee

  








 TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. 
 The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the
undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

							
	Dated:	 	  
	 		 	  

		 		 		 	NOTICE: To be executed by an executive officer








 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
 The initial principal amount of this Global Security is $2,875,000. The following increases or decreases in this Global Security have been made:

  

									
	 Date of Exchange
	  	 Amount of decrease in
Principal Amount of this
Global
Security
	  	 Amount of increase in
Principal Amount of this
Global
Security
	  	 Principal amount of this
Global Security following
such decrease or
increase
	  	 Signature of authorized
signatory of Trustee or
Securities
Custodian









 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Security purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the
Indenture, check the box: 
  

			
	 Asset Sale  ̈
	 	Change of Control  ̈

 If you want to elect to have only part of this Security purchased by the Issuers pursuant to
Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount ($2,000 or any integral multiple of $1,000): 
 $

  

									
	Date:	 	  
	 		 	Your Signature:	 	  

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

  

					
	Signature Guarantee:	 	  
	 	
		
	 Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably
acceptable to the Trustee