Form of Senior Floating Rate Note due 2014



 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 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. 
 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. 







 NORANDA ALUMINUM ACQUISITION CORPORATION 
 Senior Floating Rate Note due 2015 
  

			
	 No. 2
	  	$5,490,000
		
		  	CUSIP No. 65543A AA 2
		  	ISIN No. US65543AAA25
		  	Common Code No. 030124936

 Noranda Aluminum Acquisition Corporation, a Delaware corporation, promises to pay to Cede & Co., or
registered assigns, the principal sum listed on the Schedule of Increases or Decreases in Global Security attached hereto on May 15, 2015. 
 Interest
Payment Dates: May 15 and November 15 
 Record Dates: May 1 and November 1 
 Additional provisions of this Security are set forth on the other side of this Security. 







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

			
	NORANDA ALUMINUM ACQUISITION CORPORATION
		
	By:	 	  

		 	 Name:

		 	 Title:



 Dated: 








			
	 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








 NORANDA ALUMINUM ACQUISITION CORPORATION 
 Senior Floating Rate Note due 2015 
  

	1.	Interest 

 (a) NORANDA ALUMINUM ACQUISITION CORPORATION, a Delaware
corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Security semiannually in arrears on
each May 15 and November 15 commencing on November 15, 2007. Interest on the Securities will accrue from the Issue Date or the most recent date to which interest has been paid or provided for until the principal hereof is due;
provided that interest with respect to a PIK Payment (as defined below) will accrue in accordance with the terms discussed below. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 
 Interest for the first Interest Period commencing on the Issue Date shall be payable in cash. For any Interest Period following such first Interest Period through
May 15, 2011, the Company may, at its option, elect to pay interest on the Securities (i) entirely in cash (“Cash Interest”), (ii) entirely by increasing the principal amount of the outstanding Securities or by issuing
Additional Securities (“PIK Interest”) or (iii) 50% as Cash Interest and 50% as PIK Interest. The Company must elect the form of interest payment with respect to each Interest Period by delivering a notice to the Trustee prior to the
beginning of each Interest Period. The Trustee shall promptly deliver a corresponding notice to the holders. In the absence of such an election for any Interest Period, interest on the Securities will be payable in the form of the interest payment
for the prior Interest Period. After May 15, 2011, the Company will make all interest payments on the Securities in Cash Interest only. 
 Cash Interest
on the Securities will accrue at a rate per annum, reset semiannually, equal to LIBOR plus 4.00%, as determined by the Calculation Agent. PIK Interest on the Securities will accrue at the Cash Interest rate per annum plus 0.75% and be payable
(x) with respect to the Securities represented by one or more global notes registered in the name of, or held by, The Depository Trust Company (“DTC”) or its nominee on the relevant record date, by increasing the principal amount of
the outstanding Securities represented by such global notes by an amount equal to the amount of PIK Interest for the applicable Interest Period (rounded up to the nearest whole dollar) (and/or by issuing new global notes authenticated and delivered
by the Trustee) and (y) with respect to Securities represented by certificated notes, by issuing Additional Securities in certificated form in an aggregate principal amount equal to the amount of PIK Interest for the applicable Interest Period
(rounded up to the nearest whole dollar) and the Trustee will, at the request of the Company, authenticate and deliver such Additional Securities in certificated form for original issuance to the holders on the relevant record date, as shown by the
Register. The payment of PIK Interest according to sections (x) and (y) of this paragraph shall be known as a “PIK Payment.” 
 Following
an increase in the principal amount of the outstanding Securities represented by global notes as a result of a PIK Payment, such Securities will bear interest on such increased principal amount from and after the date of such PIK Payment. Any
Additional Securities issued in certificated form will be 








 
dated as of the applicable interest payment date and will bear interest from and after such date. All Additional Securities issued pursuant to a PIK Payment
will mature on May 15, 2015 and will be governed by, and subject to the terms, provisions and conditions of, the Indenture and shall have the same rights and benefits as the Securities issued on the Issue Date. Any certificated Additional
Securities will be issued with the description “PIK” on the face of each such Additional Security. 
 The amount of interest for each day that the
Securities are outstanding (the “Daily Interest Amount”) will be calculated by dividing the interest rate in effect for such day by 360 and multiplying the result by the principal amount of the Securities. The amount of interest to be paid
on the Securities for each Interest Period will be calculated by adding the Daily Interest Amounts for each day in the Interest Period. 
 All percentages
resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point being rounded upwards (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards). 
 The interest rate on the Securities will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. 
 The Calculation Agent will, upon the request of any holder of Securities, provide the interest rate then in effect with respect to the Securities. 
 Additional interest is payable with respect to the Securities in certain circumstances if the Company does not consummate the exchange offer (or shelf registration, if
applicable) pursuant to the terms of the Registration Rights Agreement between the Company, the Guarantors and the Initial Purchasers entered into as of the date hereof. Any additional interest on the Securities will be payable in the same form of
payment elected by the Company for the payment of interest with respect to the applicable Interest Period. 
 “Calculation Agent” means a financial
institution appointed by the Company to calculate the interest rate payable on the Securities in respect of each Interest Period, which shall initially be the Trustee. 
 “Determination Date” with respect to an Interest Period will be the second London Banking Day preceding the first day of such Interest Period. 
 “Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co., UBS Securities LLC, and KeyBanc Capital Markets Inc., and
such other initial purchasers party to the Purchase Agreement entered into in connection with the offer and sale of the Securities. 
 “Interest
Period” means the period commencing on and including an interest payment date and ending on and including the day immediately preceding the next succeeding interest payment date, with the 








 
exception that the first Interest Period shall commence on and include the Issue Date and end on and include November 14, 2007. 
 “Issue Date” means the date on which the Securities are originally issued. 
 “LIBOR,” with respect to an Interest Period, will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars for a six-month period beginning on the second London Banking Day after the
Determination Date that appears on Telerate Page 3750 as of 11:00 a.m., London time, on the Determination Date. If Telerate Page 3750 does not include such a rate or is unavailable on a Determination Date, the Calculation Agent will request the
principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide such bank’s offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London
time, on such Determination Date, to prime banks in the London interbank market for deposits in a Representative Amount in U.S. dollars for a six-month period beginning on the second London Banking Day after the Determination Date. If at least two
such offered quotations are so provided, the rate for the Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, the Calculation Agent will request each of three major banks in New York
City, as selected by the Calculation Agent, to provide such bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on such Determination Date, for loans in a Representative Amount in U.S. dollars
to leading European banks for a six-month period beginning on the second London Banking Day after the Determination Date. If at least two such rates are so provided, the rate for the Interest Period will be the arithmetic mean of such rates. If
fewer than two such rates are so provided, then the rate for the Interest Period will be the rate in effect with respect to the immediately preceding Interest Period. 
 “London Banking Day” is any day on which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market. 
 (b) Registration Rights Agreement. If this Security is an “Original Security” (as defined in the Indenture), the holder of this Security is entitled to the
benefits of a Registration Rights Agreement, dated as of May 18, 2007, among the Company, the Guarantors and the Initial Purchasers. 
  

	2.	Method of Payment 

 The Company shall pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders at the close of business on the May 1 or November 1 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 Company 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 Company 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 Company, 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 Company may appoint and change any Paying Agent or Registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent or Registrar. 
  

	4.	Indenture 

 The Company issued the Securities under an Indenture
dated as of May 18, 2007 (the “Indenture”), among the Company, the Guarantors party thereto (the “Guarantors”) 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 Company. This Security is one of the Original Securities referred to in the Indenture. The Securities include the
Original Securities, any issued Add-On Securities and any Exchange Securities issued in exchange for the Original Securities or the Add-On Securities pursuant to the Indenture (including in all instances any Additional Securities issued as a result
of a PIK Payment for any of the foregoing). The Original Securities, any Add-On Securities and any Exchange Securities (including in all instances any Additional Securities issued as a result of a PIK Payment for any of the foregoing) are treated as
a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company 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 the Company 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 Company and each Guarantor to consolidate or merge with or into any
other Person or convey, transfer or lease all or substantially all of its property. 







 To guarantee the due and punctual payment of the principal and interest on the Securities and all other amounts payable
by the Company 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 Company prior to May 15, 2008. Thereafter, the Securities shall be redeemable at the option of the Company, in whole at any time or in part from time to time, upon not less
than 30 nor more than 60 days’ prior notice delivered electronically or by first-class mail to each Holder’s registered address, 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 twelve-month period
commencing on May 15 of the years set forth below: 
  

			
	 Year
	  	Redemption Price
	 2008
	  	102.000%
	 2009
	  	101.000%
	 2010 and thereafter
	  	100.000%

 In addition, prior to May 15, 2008, the Company may redeem the Securities at its 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 electronically delivered or 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 redemption date (subject to the right of 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 May 15, 2008, the Company 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
Company or (2) by any direct or indirect parent of the Company, in each case, to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified
Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) of 100% plus a premium (expressed as a percentage of principal amount thereof) equal to the interest rate per annum on the Securities
applicable on the date on which notice of redemption is given, plus accrued and unpaid interest and Additional Interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on
the relevant interest payment date); provided, however, that at least 50% 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 electronically delivered or 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 of such Equity Offering, and any such redemption or notice may, at the Company’s
discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 
  

	6.	Mandatory Redemption and Sinking Fund 

 The Securities are not
subject to any sinking fund. If the Securities would otherwise constitute “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), at
the end of each accrual period ending after the fifth anniversary of the Securities’ issuance (each, an “AHYDO redemption date”), the Company will be required to redeem for cash a portion of each Security then outstanding equal to the
“Mandatory Principal Redemption Amount” (each such redemption, a “Mandatory Principal Redemption”). The redemption price for the portion of each Security redeemed pursuant to a Mandatory Principal Redemption will be 100% of the
principal amount of such portion plus any accrued interest thereon on the date of redemption. The “Mandatory Principal Redemption Amount” means the portion of a Security required to be redeemed to prevent such Security from being treated
as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code. No partial redemption or repurchase of the Security prior to an AHYDO redemption date pursuant to any other provision of the
Indenture will alter the Company’s obligation to make the Mandatory Principal Redemption with respect to Securities that remain outstanding on an AHYDO redemption date. 
  

	7.	Notice of Redemption 

 Notice of redemption will be electronically
delivered or 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, except that Additional Securities issued as a result of a PIK Payment may be issued in denominations of $1.00 and any integral multiple thereof, and any increase in the principal amount of
Securities as a result of a PIK Payment may be made in integral multiples of $1.00. 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 Company 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 Company will be required to offer to purchase Securities upon the occurrence of certain events. 
  

	9.	Ranking  

 The Securities and the Guarantees are senior unsecured
obligations of the Company and the Guarantors and will be of equal ranking with all present and future senior unsecured indebtedness. 
  

	10.	Denominations; Transfer; Exchange 

 The Securities are in registered
form, without coupons, in denominations of $2,000 and any integral multiple of $1,000, except that Additional Securities issued as a result of a PIK Payment may be issued in denominations of $1.00 and any integral multiple thereof, and any increase
in the principal amount of the Securities as a result of a PIK Payment may be made in integral multiples of $1.00. 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 Company 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 Company 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
Company at any time may terminate some of or all of its obligations under the Securities and the Indenture if the Company deposits 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 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 Company and
the Trustee may amend the Indenture or the Securities (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Company under the Indenture
and the Securities; (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 additional Guarantees with respect to the Securities; (vi) to make any change that would provide additional rights or benefits to the Holders or that does not adversely affect the legal rights of the Holders;
(vii) to make changes relating to the transfer and legending of the Securities; (viii) to secure the Securities; (ix) to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power herein
conferred upon the Company or any Guarantor; (x) to make any change that does not adversely affect the legal rights of any Holder in any material respect; (xi) to comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA; (xii) to effect any provision of the Indenture; (xiii) to provide for the issuance of the Exchange Securities or Add-On Securities, as defined in the Indenture; (xiv) to evidence and
provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof; or (xv) to conform the text of the Indenture, Guarantees or Securities to any provision of the section
entitled “Description of the Notes” in the Offering Memorandum. 
  

	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 Company) 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
Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Securities to be due and payable provided, however, that so long as any Bank Indebtedness remains outstanding, no such acceleration
shall be effective until the earlier of (1) five Business Days after the giving of written 








 
notice to the Company and the Representative under the Credit Facilities and (2) the day on which any Bank Indebtedness is accelerated. Upon such a
declaration, such principal and interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company 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 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 Trustee. 
  

	17.	No Recourse Against Others 

 No director, officer, employee,
manager, incorporator or holder of any Equity Interests (as defined in the Indenture) in the Company or any direct or indirect parent corporation, as such, shall have any liability for any obligations of the Company 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; Common Codes 

 The Company has caused CUSIP
numbers, ISINs and Common Codes to be printed on the Securities and has directed the Trustee to use CUSIP numbers, ISINs and Common Codes 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 Company 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 Company. 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); or
		
	  ̈
	  	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 Company; 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 Company or the Trustee may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other information as the Company 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 Company 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 $5,490,000. 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
 Increase
 or
Decrease
	  	 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 Company 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 Company 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