SECURED NOTE
CLASS [A-1][A-2] SENIOR SECURED FLOATING RATE NOTE DUE 2027
Certificate No. []
Type of Note (check applicable):
̈Rule 144A Global Secured Note with an initial principal amount of
$______________
̈ Regulation S Global Secured Note with an initial principal amount of
$______________
̈ Certificated Secured Note with a principal amount of $______________
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) TO A PERSON THAT IS (I) EITHER (1) A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
RELIANCE ON THE EXEMPTION FROM SECURITIES ACT REGISTRATION PROVIDED BY SUCH RULE
THAT IS NOT A BROKER-DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS
THAN U.S.$25 MILLION IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED PERSONS OF
THE DEALER AND IS NOT A PLAN REFERRED TO IN PARAGRAPH (a)(1)(D) OR (a)(1)(E) OF
RULE 144A OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(F) OF RULE 144A THAT
HOLDS THE ASSETS OF SUCH A PLAN, IF INVESTMENT DECISIONS WITH RESPECT TO THE
PLAN ARE MADE BY THE BENEFICIARIES OF THE PLAN OR (2) SOLELY IN THE CASE OF
SECURED NOTES ISSUED AS CERTIFICATED SECURED NOTES, AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT) (AN "IAI") AND (II) A QUALIFIED PURCHASER OR AN ENTITY OWNED EXCLUSIVELY BY
QUALIFIED PURCHASERS OR (B) TO A PERSON THAT IS NOT A "U.S. PERSON" (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT) IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT, AND IN EACH CASE IN COMPLIANCE WITH THE
CERTIFICATION AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO
HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY APPLICABLE
JURISDICTION.
THE ISSUER HAS THE RIGHT, UNDER THE INDENTURE, TO COMPEL ANY BENEFICIAL OWNER OF
AN INTEREST IN A NOTE THAT IS A U.S. PERSON AND IS NOT (I) A QUALIFIED
INSTITUTIONAL BUYER OR AN IAI AND (II) A QUALIFIED PURCHASER OR AN ENTITY OWNED
EXCLUSIVELY BY QUALIFIED PURCHASERS TO SELL ITS INTEREST IN THE NOTE, OR MAY
SELL SUCH INTEREST ON BEHALF
Exhibit A-1- 1
OF SUCH OWNER. TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.
PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.
THE FAILURE TO PROVIDE THE ISSUER, THE TRUSTEE AND ANY PAYING AGENT WITH THE
PROPERLY COMPLETED AND SIGNED TAX CERTIFICATIONS (GENERALLY, IN THE CASE OF U.S.
FEDERAL INCOME TAX, AN INTERNAL REVENUE SERVICE FORM W-9 (OR APPLICABLE
SUCCESSOR FORM) IN THE CASE OF