Form of 9.125% Senior Secured Notes due 2017



 Exhibit 4.1 
 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 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 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 SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING
THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE FIRST ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER
THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT (“RULE 144A”) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN 








 
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND
AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF
PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. 
 BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE RULE 144A GLOBAL NOTE OR THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND
CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTED COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(3) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY
SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION
COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH THE EUROCLEAR SYSTEM OR CLEARSTREAM BANKING S.A. AND ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (A) THROUGH (E) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF SUCH RESALE RESTRICTIONS, IF THEN APPLICABLE. 
  

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	No. [___]	 	$[___]

 9.125% Senior Secured Note due 2017 
 CUSIP No. [        ] 
 ISIN No. [        ] 
 US Oncology, Inc., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum as set forth on the
Schedule of Increases or Decreases annexed hereto on August 15, 2017. 
 Interest Payment Dates: February 15 and August 15.

 Record Dates: February 1 and August 1. 
  

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 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. 
  

					
	US ONCOLOGY, INC.
			
		 	by 	 	 
		 		 	Name:
		 		 	Title:
			
		 	by 	 	 
		 		 	Name:
		 		 	Title:


  

			
	 TRUSTEE’S CERTIFICATE OF
         AUTHENTICATION

	  
 Dated:

	  
 WILMINGTON TRUST FSB,

	  
 as Trustee, certifies
 that this is one of
 the Securities
referred
 to in the Indenture.

		
	by: 	 	 
		 	Authorized Signatory

  

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 9.125% Senior Secured Note due 2017 
  

	1.	Interest 

 (a) US Oncology, Inc., 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 at the rate per annum shown
above. The Company will pay interest semiannually on February 15 and August 15 of each year, commencing August 15, 2009. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from June 18, 2009. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal at the rate borne by the Securities plus 1% per annum, and
it shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent lawful. 
 (b) Special
Interest. The holder of this Security is entitled to the benefits of a Registration Rights Agreement, dated as of June 18, 2009, among the Company, the Subsidiary Guarantors and the Purchasers named therein (the “Registration
Agreement”). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. In the event that (i) neither the Exchange Offer Registration Statement nor the Shelf
Registration Statement has been filed with the Commission on or prior to the 120th day following the date of the original issuance of the Securities, (ii) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement
has been declared effective on or prior to the 210th day following the date of the original issuance of the Securities, (iii) neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared
effective on or prior to the 240th day following the date of the original issuance of the Securities, or (iv) after the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration
Statement thereafter ceases to be effective or usable in connection with resales of the Securities at any time that the Company is obligated to maintain the effectiveness thereof pursuant to the Registration Agreement (each such event referred to in
clauses (i) through (iv) above being referred to herein as a “Registration Default”), interest (the “Special Interest”) shall accrue (in addition to stated interest on the Securities) from and including the date on
which the first such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured, at a rate per annum equal to 0.25% of the principal amount of the Securities; provided, however, that
such rate per annum shall increase by 0.25% per annum from and including the 91st day after the first such Registration Default (and each successive 91st day thereafter) unless and until all Registration Defaults have been cured; provided
further, however, that in no event shall the Special Interest accrue at a rate in excess of 1.00% per annum. The Special Interest will be payable in cash semiannually in arrears each February 15 and August 15. 

 

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	2.	Method of Payment 

 The Company will pay interest on
the Securities (except defaulted interest) to the Persons who are registered holders of Securities at the close of business on the February 1 or August 1 next preceding the interest payment date even if Securities are canceled after the
record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Company will pay principal 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 and interest) will be made by wire transfer of immediately available funds to the
accounts specified by The Depository Trust Company. The Company will make all payments in respect of a Definitive Security (including principal, premium and interest), by mailing a check to the registered address of each Holder thereof;
provided, however, that payments on the Securities will be made 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 the 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, Wilmington
Trust FSB, a federal savings bank (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
Restricted Subsidiaries may act as Paying Agent or Registrar. 
  

	4.	Indenture 

 The Company issued the Securities under
an Indenture dated as of June 18, 2009 (the “Indenture”), among the Company, the Subsidiary 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 such terms, and Securityholders are referred to the Indenture and the TIA for a statement of those terms. 
 The Securities are senior secured obligations of the Company. This Security is one of the Offered Securities referred to in the Indenture issued in an aggregate principal amount of $775,000,000. The Securities include
the Offered Securities, an unlimited amount of additional Initial Securities that may be issued under the Indenture, and any Exchange Securities issued in exchange for Initial Securities. The Offered Securities, such additional Initial Securities
and the Exchange Securities 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 

  

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things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Debt, enter into consensual restrictions upon
the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens, enter into
or permit certain Sale and Leaseback Transactions and make Asset Sales. The Indenture also imposes limitations on the ability of the Company to consolidate or merge with or into any other Person or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all of the Property of the Company. 
  

	5.	Optional Redemption 

 Except as set forth below, the
Securities may not be redeemed at the option of the Company prior to August 15, 2013. On and after that date, the Company may redeem all or any portion of the Securities at once or over time, after giving the required notice under the
Indenture. The Securities may be redeemed at the redemption prices set forth below, plus accrued and unpaid 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). The following prices are for Securities redeemed during the 12-month period commencing on August 15 of the years set forth below, and are expressed as percentages of principal amount: 
  

				
	 Period
	  	Redemption
Price	 
	 2013
	  	104.560	%
	 2014
	  	102.280	%
	 2015 and thereafter
	  	100.000	%

 Notwithstanding the foregoing, at any time and from time to time, prior to August 15, 2012,
the Company may redeem up to a maximum of 35% of the original aggregate principal amount of the Securities (which includes any additional Securities) with the proceeds from one or more Qualified Equity Offerings (provided that, if the Qualified
Equity Offering is an offering by Parent, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Securities is contributed to the equity capital of the Company or used to acquire Capital Stock of the Company
(other than Disqualified Stock) from the Company), at a redemption price equal to 109.125% of the principal amount thereof, plus accrued and unpaid interest thereon, 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 after giving effect to any such redemption, at least 65% of the original aggregate principal amount of the Securities remains
outstanding. Any such redemption shall be made within 90 days of such Qualified Equity Offering. 
  

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 The Company may choose to redeem all or any portion of the Securities, at once or over time, prior to
August 15, 2013. If it does so, it may redeem the Securities, after giving the required notice under the Indenture. To redeem the Securities, the Company must pay a redemption price equal to the sum of: 
 (a) 100% of the principal amount of the Securities to be redeemed, plus 
 (b) the Applicable Premium, 
 plus accrued and unpaid 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). 
 “Applicable Premium” means, with respect to any Security at any time, the greater of (1) 1.0% of the principal amount of such
Security at such time and (2) the excess of (A) the present value at such time of (i) the redemption price of such Security at August 15, 2013 (such redemption price being described in the table appearing in the first paragraph
of this Paragraph (5) exclusive of any accrued interest) plus (ii) any required interest payments due on such Security through August 15, 2013 (including any accrued and unpaid interest) computed using a discount rate equal to the
Treasury Rate plus 50 basis points, over (B) the principal amount of such Security. 
 “Comparable Treasury Issue”
means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities. “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

 “Comparable Treasury Price” means, with respect to any redemption date: 
 (a) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) on the third Business Day preceding such redemption date, as set forth in the most recently published statistical release designated “H.15(519)” (or any successor release) published by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities” or 
 (b) if such release (or any successor release) is not published or does not contain such prices on such business day, the average of the
Reference Treasury Dealer Quotations for such redemption date. 
 “Reference Treasury Dealer” means Morgan
Stanley & Co. Incorporated, Deutsche Bank Securities Inc., JPMorgan Securities Inc. and Wachovia Capital Markets, LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury Dealer. 
  

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 “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption date. 
 “Treasury Rate” means,
with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date. 
  

	6.	Notice of Optional Redemption 

 Notice of optional
redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date for an optional redemption to each Holder of Securities to be redeemed at his or her registered address. Any notice to holders of
Securities of such a redemption needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself. The actual redemption price, calculated as described above, must be set forth in an
Officers’ Certificate delivered to the Trustee no later than two business days prior to the redemption date. Securities in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to
pay the optional redemption price of and accrued interest on all Securities (or portions thereof) to be redeemed on the redemption date for an optional redemption is deposited with the Paying Agent on or before the redemption date for an optional
redemption 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. 
  

	7.	Sinking Fund 

 The Securities are not subject to any
sinking fund. 
  

	8.	Repurchase of Securities at the Option of Holders upon Change of Control 

 Upon a Change of Control, any Holder of Securities will have the right, subject to certain conditions specified in the Indenture, to cause the Company to repurchase all or any part of the Securities of such Holder at
a purchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of 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. 
  

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	9.	Guarantee 

 The payment by the Company of the
principal of, and premium and interest on, the Securities is fully and unconditionally guaranteed on a joint and several basis by each of the Subsidiary Guarantors to the extent set forth in the Indenture. 
  

	10.	Security 

 The Securities will be secured by the
Collateral on the terms and subject to the conditions set forth in the Indenture and the Security Documents, such security interest to be second in priority to security interests granted for the benefit of holders of First-Priority Lien Obligations.
The Trustee and the Collateral Agent, as the case may be, hold the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the Security Documents and the Intercreditor Agreement. Each Holder, by accepting this
Security, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time
in accordance with their terms and the Indenture and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance
therewith. 
  

	11.	Denominations; Transfer; Exchange 

 The Securities
are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. Upon any 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 or 15 days
before an interest payment date. 
  

	12.	Persons Deemed Owners 

 The registered Holder of
this Security may be treated as the owner of it for all purposes. 
  

	13.	Unclaimed Money 

 If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its written request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment. 
  

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	14.	Discharge and Defeasance 

 Subject to certain
conditions, the Company at any time may terminate some of or all 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. 
  

	15.	Amendment, Waiver 

 Subject to certain exceptions
set forth in the Indenture, (i) the Indenture or the Securities may be amended without prior notice to any Securityholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding
Securities and (ii) any default or noncompliance with any provision 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 of Securities, the Company and the Trustee may amend the Indenture, the Securities, any Security Document or the Intercreditor Agreement to (i) cure any ambiguity, omission, defect or inconsistency;
(ii) comply with Article V of the Indenture; (iii) provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, 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; (iv) add additional Guarantees with respect to the Securities or to release
Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of the Indenture; (v) add additional assets as Collateral; (vi) release Collateral from the Lien or any Subsidiary Guarantor from its Subsidiary Guarantee, in each
case pursuant to the Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by the Indenture or the Security Documents; (vii) 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; (viii) comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, the Indenture under the TIA; (ix) make any change that does
not adversely affect the rights of any Securityholder; or (x) provide for the issuance of additional Securities in accordance with the Indenture. 
 In addition, the Intercreditor Agreement provides that, subject to certain exceptions, any amendment, waiver or consent to any of the collateral documents with respect to First-Priority Lien Obligations will also
apply automatically to the comparable Security Documents with respect to the Securities. 
  

	16.	Defaults and Remedies 

 If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding, subject to certain limitations, may declare all the Securities to be immediately due and payable. Certain events
of bankruptcy or insolvency are Events of Default and shall result in the Securities being immediately due and payable upon the occurrence of such Events of Default without any further act of the Trustee or any Holder. 
  

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 Holders of Securities may not enforce the Indenture or the Securities except as provided in the
Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonably satisfactory indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then
outstanding may direct the Trustee in its exercise of any trust or power under the Indenture. The Holders of a majority in aggregate principal amount of the Securities then outstanding, by written notice to the Company and the Trustee, may rescind
any declaration of acceleration and its consequences if the rescission would not conflict with any judgment or decree, and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due
solely because of the acceleration. 
  

	17.	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. 
  

	18.	No Recourse Against Others 

 A director, officer,
manager, employee, member, partner or stockholder, as such, of the Company or any Subsidiary Guarantor shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 
  

	19.	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. 
  

	20.	Abbreviations 

 Customary abbreviations may be used
in the name of a Securityholder 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). 
  

	21.	Governing Law 

 THIS SECURITY SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

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	22.	CUSIP Numbers 

 Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to
Securityholders. 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. 
  

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 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. 
 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 under the Securities Act after the later of the date of original issuance of such Securities
and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance with its terms: 
 CHECK ONE BOX BELOW 
  

						
	 (1)
	  	 ̈	 	  	to the Company; or
			
	 (2)
	  	 ̈	 	  	pursuant to an effective registration statement under the Securities Act of 1933; or
			
	 (3)
	  	 ̈	 	  	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
			
	 (4)
	  	 ̈	 	  	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; or

  

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	 (5)
	  	 ̈	 	  	pursuant to the 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) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions,
certifications and other information as the Company has 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.


									
				
		 		 		 	 
		 		 		 		 	Your Signature

 Signature Guarantee: 

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

	 		 		 	

       
  
 TO BE COMPLETED BY PURCHASER IF (3) 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

  

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 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY 
 The initial principal amount of this Global Security is $[            ]. 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
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

  

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 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Security purchased by the Company pursuant to Section 4.05 (Asset Sale) or 4.12 (Change of Control) of the
Indenture, check the box:   ̈ 
 If you want to elect to have only part of this Security
purchased by the Company pursuant to Section 4.05 or 4.12 of the Indenture, state the amount: 
 $                         

									
					
	Date: 	 	 	 		 	Your Signature: 	 	 
	(Sign exactly as your name appears on the other side of the Security)


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


  

 17