the premises.
Date:
Your Signature:
(Sign exactly as your name appears on this Note)
SCHEDULE A EXCHANGES IN GLOBAL NOTES
This Note shall be issued in the original principal balance of
U.S.$[145,350,000]10[0]11 on the
Closing Date. The following exchanges of a part of this [Rule 144A][Regulation
S] Global Note have been made:
Date of Exchange
Amount of Decrease in Principal Amount of this Global
Note
Amount of Increase in Principal Amount of this Global
Note
Principal Amount of this Global Note following such decrease (or
increase)
Signature of authorized officer of Note Administrator or securities
Custodian
10 Rule 144A Global Note.
11 Regulation S Global Note.
EXHIBIT A-2
FORM OF CLASS A SENIOR SECURED FLOATING RATE NOTE DUE 2028 DEFINITIVE NOTE
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND
NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN REGISTERED UNDER THE UNITED STATES
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT"). THIS NOTE MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT: (A) (I) TO, OR FOR
THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS BOTH (1) (X) A "QUALIFIED
INSTITUTIONAL BUYER" (A "QIB"), AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), OR (Y) SOLELY AFTER THE NINETIETH (90TH) DAY FOLLOWING THE
CLOSING DATE AND SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, AN
INSTITUTION THAT IS AN "ACCREDITED INVESTOR," WITHIN THE MEANING OF CLAUSES (1),
(2), (3), OR (7) OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT, OR AN
ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS AND (2) A
"QUALIFIED PURCHASER," AS DEFINED IN SECTION 2(a)(51) OF THE 1940 ACT AND THE
RULES THEREUNDER (A "QUALIFIED PURCHASER"), IN EACH CASE IN A PRINCIPAL AMOUNT
OF NOT LESS THAN $250,000 (OR, IN THE CASE OF NOTES HELD IN RELIANCE ON RULE
144A, NOT LESS THAN $100,000) (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF)
FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, SUBJECT TO THE SATISFACTION OF
CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN INSTITUTION THAT IS
A NON-"U.S. PERSON" IN AN "OFFSHORE TRANSACTION," AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT ("REGULATION S"), IN ACCORDANCE WITH RULE 903 OR RULE
904 (AS APPLICABLE) OF REGULATION S IN A PRINCIPAL AMOUNT OF NOT LESS THAN
$250,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), SUBJECT TO THE
SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND
(B)IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A DEFINITIVE
NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN
SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE
OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO,