Common use of Euroclear and Clearstream Procedures Applicable Clause in Contracts

Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Notes that are held by Participants through Euroclear or Clearstream; provided, however, that the Trustee and the Paying Agent and the Registrar shall not have any duty or obligation with respect to any such procedures. An Officer must sign the Notes for the Issuer by manual or facsimile signature. If the Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the initial authenticating agent (the “Authenticating Agent”) to authenticate the Notes. A Note will not be valid until authenticated by the manual or facsimile signature of the Authenticating Agent. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Authenticating Agent shall, upon receipt of a written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes for original issue up to €350,000,000 in aggregate principal amount of Notes and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Authenticating Agent shall authenticate Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.04 hereof, in an aggregate principal amount specified in such Authentication Order. Such Authentication Order shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, and the date from which interest on such Notes shall accrue, whether the Notes are to be issued as definitive Notes or Global Notes and whether or not the Notes shall bear any legend, or such other information as the Trustee may reasonably request. In addition, such Authentication Order shall include a statement that the Person signing the Authentication Order has (i) read and understood the provisions of this Indenture relevant to the statements in the Authentication Order and (ii) made such examination or investigation as is necessary to enable him to make such statements. The Authenticating Agent may appoint additional or replacement authenticating agents reasonably acceptable to the Issuer to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by the Issuer, a copy of which shall be furnished to the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Authenticating Agent may do so. Each reference in this Indenture to authentication by the Authenticating Agent includes authentication by such agent. The Authenticating Agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

Euroclear and Clearstream Procedures Applicable. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “"General Terms and Conditions of Clearstream Banking” Clearstream" and “"Customer Handbook” " of Clearstream will shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream; provided, however, that the Trustee . Execution and the Paying Agent and the Registrar Authentication. Two Officers shall not have any duty or obligation with respect to any such procedures. An Officer must sign the Notes for the Issuer Company by manual or facsimile signature. If the an Officer whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note will shall nevertheless be valid. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the initial authenticating agent (the “Authenticating Agent”) to authenticate the Notes. A Note will shall not be valid until authenticated by the manual or facsimile signature of the Authenticating AgentTrustee. The signature will shall be conclusive evidence that the Note has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the Authenticating Agent The Trustee shall, upon receipt of a written order of the Issuer Company signed by two Officers in the form of an Officer (an “Authentication Order”)Officers' Certificate, authenticate and deliver the Initial Notes for original issue up to €350,000,000 in aggregate principal amount of Notes and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Authenticating Agent shall authenticate Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.04 hereof, in an aggregate principal amount specified in such Authentication Order. Such Authentication Order The written order shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, authenticated and the aggregate principal amount of outstanding Notes on the authentication date. As of the date from which interest on such of this Indenture, there shall be issued, authenticated and outstanding $50,000,000 aggregate principal amount of Notes shall accruedesignated as 13% Series A Senior Subordinated Notes due 2007. The Company may, whether subject to Section 4.11 hereof and applicable law, issue additional Notes under this Indenture in one or more series. Any Notes issued after the Notes are to be issued as definitive Notes or Global Notes and whether or not the Notes shall bear any legend, or such other information as the Trustee may reasonably request. In addition, such Authentication Order shall include a statement that the Person signing the Authentication Order has (i) read and understood the provisions date of this Indenture relevant shall be governed by, and be subject to the statements in terms and entitled to the Authentication Order and (ii) made such examination or investigation as is necessary to enable him to make such statementsbenefits of this Indenture. The Authenticating Agent initial Notes and any additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, voting, waivers, consents, amendments, redemptions and offers to purchase. The Trustee may appoint additional or replacement an authenticating agents reasonably agent acceptable to the Issuer Company to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by Unless otherwise provided in the Issuer, a copy of which shall be furnished to the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Authenticating Agent Trustee may do so. Each reference in this Indenture to authentication by the Authenticating Agent Trustee includes authentication by such agent. The Authenticating Agent An authenticating agent has the same rights as an Agent to deal with Holders or an the Company, any Affiliate of the IssuerCompany, or any of their respective Subsidiaries.

Euroclear and Clearstream Procedures Applicable. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “"General Terms and Conditions of Clearstream Banking” " and “"Customer Handbook” " of Clearstream will be applicable to transfers of beneficial interests in the Notes Regulation S Global Note that are held by Participants through Euroclear or Clearstream; provided, however, that . Execution and Authentication. Two Officers of the Trustee and the Paying Agent and the Registrar Company shall not have any duty or obligation with respect to any such procedures. An Officer must sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer of the Officer Company whose signature is on a Note no longer holds that office at the time a the Note is authenticated, the Note will shall nevertheless be valid. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the initial authenticating agent (the “Authenticating Agent”) to authenticate the Notes. A Note will shall not be valid until authenticated by the manual or facsimile signature of the Authenticating AgentTrustee. The signature will of the Trustee shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered under this Indenture. On the Issue Date, the Authenticating Agent The Trustee shall, upon receipt of a written order of the Issuer Company signed by an Officer two Officers (an “"Authentication Order”"), authenticate and deliver the Initial (i) Notes for original issue up to €350,000,000 in aggregate principal amount of Notes and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Authenticating Agent shall authenticate Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.04 hereof, in an aggregate principal amount specified in such Authentication Order. Such Authentication Order shall specify the aggregate principal amount of Notes up to be authenticated, the series and type of Notes, $390,000,000 on the date on which the Notes are to be authenticated, and the date from which interest on such Notes shall accrue, whether the Notes are to be issued as definitive Notes or Global Notes and whether or not the Notes shall bear any legend, or such other information as the Trustee may reasonably request. In addition, such Authentication Order shall include a statement that the Person signing the Authentication Order has (i) read and understood the provisions of this Indenture relevant to the statements in the Authentication Order and (ii) made such examination or investigation Additional Notes from time to time as is necessary to enable him to make such statementspermitted under this Indenture. The Authenticating Agent Trustee may appoint additional or replacement an authenticating agents reasonably agent acceptable to the Issuer Company to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by the Issuer, a copy of which shall be furnished to the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Authenticating Agent Trustee may do so. Each reference in this Indenture to authentication by the Authenticating Agent Trustee includes authentication by such agent. The Authenticating Agent An authenticating agent has the same rights as an Agent to deal with Holders any Holder, the Company or an Affiliate of the IssuerCompany. The Trustee shall not be liable for any act or failure to act of the authenticating agent to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. Each authenticating agent shall be acceptable to the Company and otherwise comply in all respects with the eligibility requirements of the Trustee contained in this Indenture.

Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will shall be applicable to transfers of beneficial interests in the Notes Regulation S Global Securities that are held by Participants through Euroclear or Clearstream; provided, however, that the Trustee . Section 2.2. Execution and the Paying Agent and the Registrar Authentication. One Officer shall not have any duty or obligation with respect to any such procedures. An Officer must sign the Notes Securities for the Issuer Company by manual or facsimile signature. If the an Officer whose signature is on a Note Security no longer holds that office at the time a Note is authenticatedthe Trustee authenticates the Security, the Note will nevertheless Security shall be valid. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as the initial authenticating agent (the “Authenticating Agent”) valid nevertheless, after giving effect to authenticate the Notesany exchange of Initial Securities for Exchange Securities. A Note will Security shall not be valid until authenticated by the manual or facsimile signature an authorized signatory of the Authenticating AgentTrustee manually authenticates the Security. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Authenticating Agent Trustee shall, upon receipt of a written order of the Issuer Company signed by an one Officer (an “Authentication Order”), authenticate and deliver the Initial Notes Securities for original issue up to €350,000,000 on the date hereof in the aggregate principal amount of Notes and, upon delivery $400 million. The signature of any Authentication Order at the Trustee on a Security shall be conclusive evidence that such Security has been duly and validly authenticated and issued under this Indenture. At any time and from time to time thereafterafter the execution and delivery of this Indenture, the Authenticating Agent Trustee shall authenticate Additional Notes and make available for original issue, or Definitive Notes issued pursuant to Section 2.04 hereof, delivery: (1) the Initial Securities for issue on the Issue Date in an aggregate principal amount specified of $400,000,000, (2) from time to time, the Additional Securities, and (3) Exchange Securities for issue only in such Authentication an Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for the applicable Initial Securities or the Additional Securities, as the case may be, of the same series of an equal principal amount, in each case upon a Company Order. Such Authentication Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are to be authenticated and whether the Securities are to be Initial Securities, Additional Securities or Exchange Securities. With respect to any Additional Securities, the Company shall set forth in a resolution of its Board of Directors and an Officers’ Certificate, the following information: (i) the aggregate principal amount of Notes such Additional Securities to be authenticatedauthenticated and delivered pursuant to this Indenture; and (ii) the issue price and the issue date of the Additional Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. All Securities issued under this Indenture (whether Initial Securities, Additional Securities or Exchange Securities) will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. In case the series and type Company, pursuant to Article IV herein, shall be consolidated or merged with or into any other Person or shall transfer or lease all or substantially all of Notes, the date on which the Notes are its assets to be authenticatedany Person, and the date from which interest on successor Person formed by or surviving any such Notes shall accrue, whether the Notes are to be issued as definitive Notes consolidation or Global Notes and whether or not the Notes shall bear any legendsuch merger, or to which such transfer or lease shall have been made, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV herein, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer or lease may, from time to time, at the request of the successor Person, be exchanged for other information Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Trustee may reasonably requestSecurities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. In additionIf Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 herein in exchange or substitution for or upon registration of transfer of any Securities, such Authentication Order shall include a statement that successor Person, at the Person signing the Authentication Order has (i) read and understood the provisions of this Indenture relevant to the statements in the Authentication Order and (ii) made such examination or investigation as is necessary to enable him to make such statements. The Authenticating Agent may appoint additional or replacement authenticating agents reasonably acceptable to the Issuer to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by the Issuer, a copy of which shall be furnished to the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Authenticating Agent may do so. Each reference in this Indenture to authentication by the Authenticating Agent includes authentication by such agent. The Authenticating Agent has the same rights as an Agent to deal with Holders or an Affiliate option of the IssuerHolders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name.