Common use of Execution and Authentication; Aggregate Principal Clause in Contracts

Execution and Authentication; Aggregate Principal. Amount. ------ Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Debentures for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Debentures. If an Officer or Assistant Secretary whose signature is on a Debenture was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Debenture, the Debenture shall nevertheless be valid. A Debenture shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Debenture. The signature shall be conclusive evidence that the Debenture has been authenticated under this Indenture. The Trustee shall authenticate Debentures for original issue in the aggregate principal amount of the liquidation preference of the outstanding shares of Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends (such Debentures to be substantially in the form of Exhibit A), upon receipt of a written order of the Company in the form of an Officers' Certificate. Such Officers' Certificate shall specify the amount of Debentures to be authenticated and the date on which the Debentures are to be authenticated. The aggregate principal amount of Debentures outstanding at any time may not exceed the principal amount of the liquidation preference of the outstanding shares of Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends, except that the principal amount of Debentures outstanding at any time may exceed such amount, as provided in Section 2.07 hereof or if Secondary Debentures are issued in lieu of cash interest payments on the Debentures. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate Debentures. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Debentures shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof; provided, however, that Debentures may be issued, at the option of the Company, in denominations of less than $1,000 (but not less than $1.00) upon the initial exchange of the Preferred Stock for the Debentures such that each holder of Preferred Stock shall receive Debentures in a principal amount equal to the full liquidation preference of the Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends (as specified to the Trustee in the Officers' Certificate delivered pursuant to this Section 2.02) and upon registration of the transfer thereof; provided, further, however, that Secondary Debentures may be issued in denominations of less than $1,000 (but not less than $1.00). In the event that the Company shall issue and the Trustee shall authenticate any Debentures issued under this Indenture subsequent to the Exchange Date pursuant to paragraph 1 of the Debenture, the Company shall use its reasonable efforts to obtain the same "CUSIP" number for such Debentures as is printed on the Debentures outstanding at such time; provided, however, that if any series of Debentures issued under this Indenture subsequent to the Exchange Date is either determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, or deemed under standard practices to be a different class of security than the Debentures outstanding at such time for federal income tax purposes, the Company shall obtain a "CUSIP" number for such Debentures that is different than the "CUSIP" number printed on the Debentures then outstanding. Notwithstanding the foregoing, all Debentures issued under this Indenture shall vote and consent together on all matters (as to which any of such Debentures may vote or consent) as one class and no series of Debentures will have the right to vote or consent as a separate class on any matter.

Execution and Authentication; Aggregate Principal. Amount. ------ Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Debentures for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Debentures. If an Officer or Assistant Secretary whose signature is on a Debenture was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Debenture, the Debenture shall nevertheless be valid. On July 28, 1999, the Trustee shall authenticate and deliver $52,204,000 principal amount at maturity of 15% Senior Discount Debentures due July 15, 2011 in the form of Initial Debentures. In addition, the Trustee shall authenticate Exchange Debentures and Private Exchange Debentures, as applicable, for original issue in the aggregate principal amount at maturity not to exceed $52,204,000, in each case upon receipt of a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Debentures and Private Exchange Debentures shall be issuable only upon the valid surrender for cancellation of such Initial Debentures of a like aggregate principal amount. Further, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Debentures for original issue in an aggregate principal amount specified, in each case upon receipt of a written order of the Company in the form of an Officers' Certificate. Such order shall specify the amount of the Debentures to be authenticated and the date on which the original issue of Debentures is to be authenticated. A Debenture shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Debenture. The signature shall be conclusive evidence that the Debenture has been authenticated under this Debenture Indenture. The Trustee shall authenticate Debentures for original issue in the aggregate principal amount of the liquidation preference of the outstanding shares of Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends (such Debentures to be substantially in the form of Exhibit A), upon receipt of a written order of the Company in the form of an Officers' Certificate. Such Officers' Certificate shall specify the amount of Debentures to be authenticated and the date on which the Debentures are to be authenticated. The aggregate principal amount of Debentures outstanding at any time may not exceed the principal amount of the liquidation preference of the outstanding shares of Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends, except that the principal amount of Debentures outstanding at any time may exceed such amount, as provided in Section 2.07 hereof or if Secondary Debentures are issued in lieu of cash interest payments on the Debentures. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate Debentures. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Debenture Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Debentures shall be issuable in fully registered form only, without coupons, in denominations of $1,000 principal amount at maturity and any integral multiple thereof; provided, however, that Debentures may be issued, at the option of the Company, in denominations of less than $1,000 (but not less than $1.00) upon the initial exchange of the Preferred Stock for the Debentures such that each holder of Preferred Stock shall receive Debentures in a principal amount equal to the full liquidation preference of the Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends (as specified to the Trustee in the Officers' Certificate delivered pursuant to this Section 2.02) and upon registration of the transfer thereof; provided, further, however, that Secondary Debentures may be issued in denominations of less than $1,000 (but not less than $1.00). In the event that the Company shall issue and the Trustee shall authenticate any Debentures issued under this Indenture subsequent to the Exchange Date pursuant to paragraph 1 of the Debenture, the Company shall use its reasonable efforts to obtain the same "CUSIP" number for such Debentures as is printed on the Debentures outstanding at such time; provided, however, that if any series of Debentures issued under this Indenture subsequent to the Exchange Date is either determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, or deemed under standard practices to be a different class of security than the Debentures outstanding at such time for federal income tax purposes, the Company shall obtain a "CUSIP" number for such Debentures that is different than the "CUSIP" number printed on the Debentures then outstanding. Notwithstanding the foregoing, all Debentures issued under this Indenture shall vote and consent together on all matters (as to which any of such Debentures may vote or consent) as one class and no series of Debentures will have the right to vote or consent as a separate class on any matter.

Execution and Authentication; Aggregate Principal. Amount. ------ Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Debentures Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Debentures. If an Officer or Assistant Secretary whose signature is on a Debenture Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the DebentureNote, the Debenture Note shall nevertheless be valid. On July 28, 1999, the Trustee shall authenticate and deliver $130.0 million of 12% Senior Notes due July 15, 2009 in the form of Initial Notes. In addition, the Trustee shall authenticate Exchange Notes and Private Exchange Notes, as applicable, for original issue in the aggregate principal amount not to exceed $130.0 million, in each case upon receipt of a written order of the Company in the form of an Officers' Certificate, provided that such Exchange Notes and Private Exchange Notes shall be issuable only upon the valid surrender for cancellation of such Initial Notes of a like aggregate principal amount. Further, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified, in each case upon receipt of a written order of the Company in the form of an Officers' Certificate. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.15 after July 28, 1999, shall certify that such issuance will not be prohibited by Section 4.13. A Debenture Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the DebentureNote. The signature shall be conclusive evidence that the Debenture Note has been authenticated under this Notes Indenture. The Trustee shall authenticate Debentures for original issue in the aggregate principal amount of the liquidation preference of the outstanding shares of Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends (such Debentures to be substantially in the form of Exhibit A), upon receipt of a written order of the Company in the form of an Officers' Certificate. Such Officers' Certificate shall specify the amount of Debentures to be authenticated and the date on which the Debentures are to be authenticated. The aggregate principal amount of Debentures outstanding at any time may not exceed the principal amount of the liquidation preference of the outstanding shares of Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends, except that the principal amount of Debentures outstanding at any time may exceed such amount, as provided in Section 2.07 hereof or if Secondary Debentures are issued in lieu of cash interest payments on the Debentures. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate DebenturesNotes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Debentures Notes whenever the Trustee may do so. Each reference in this Notes Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Debentures Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof; provided, however, that Debentures may be issued, at the option of the Company, in denominations of less than $1,000 (but not less than $1.00) upon the initial exchange of the Preferred Stock for the Debentures such that each holder of Preferred Stock shall receive Debentures in a principal amount equal to the full liquidation preference of the Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends (as specified to the Trustee in the Officers' Certificate delivered pursuant to this Section 2.02) and upon registration of the transfer thereof; provided, further, however, that Secondary Debentures may be issued in denominations of less than $1,000 (but not less than $1.00). In the event that the Company shall issue and the Trustee shall authenticate any Debentures issued under this Indenture subsequent to the Exchange Date pursuant to paragraph 1 of the Debenture, the Company shall use its reasonable efforts to obtain the same "CUSIP" number for such Debentures as is printed on the Debentures outstanding at such time; provided, however, that if any series of Debentures issued under this Indenture subsequent to the Exchange Date is either determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, or deemed under standard practices to be a different class of security than the Debentures outstanding at such time for federal income tax purposes, the Company shall obtain a "CUSIP" number for such Debentures that is different than the "CUSIP" number printed on the Debentures then outstanding. Notwithstanding the foregoing, all Debentures issued under this Indenture shall vote and consent together on all matters (as to which any of such Debentures may vote or consent) as one class and no series of Debentures will have the right to vote or consent as a separate class on any matter.

Execution and Authentication; Aggregate Principal. Amount. ------ Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Debentures Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the DebenturesNotes. If an Officer or Assistant Secretary whose signature is on a Debenture Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the DebentureNote, the Debenture Note shall nevertheless be valid. A Debenture Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the DebentureNote. The signature shall be conclusive evidence that the Debenture Note has been authenticated under this Indenture. The Trustee shall authenticate Debentures (i) Initial Notes for original issue in the aggregate principal amount not to exceed $123,000,000 and (ii) Exchange Notes from time to time for issue only in exchange for a like principal amount of the liquidation preference of the outstanding shares of Preferred Stock on the Exchange Date (including Preferred Stock issued Initial Notes, in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends (such Debentures to be substantially in the form of Exhibit A), each case upon receipt of a written order orders of the Company in the form of an Officers' Certificate. Such The Officers' Certificate shall specify the amount of Debentures Notes to be authenticated, the date on which the Notes are to be authenticated and the aggregate principal amount of Notes outstanding on the date on which of authentication, whether the Debentures Notes are to be authenticatedInitial Notes or Exchange Notes, and shall further specify the amount of such Notes to be issued as the Global Note or Physical Notes. The aggregate principal amount of Debentures Notes outstanding at any time may not exceed the principal amount of the liquidation preference of the outstanding shares of Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends, $123,000,000 except that the principal amount of Debentures outstanding at any time may exceed such amount, as provided in Section 2.07 hereof or if Secondary Debentures are 2.07. In the event that the Company shall issue and the Trustee shall authenticate any Securities issued in lieu under this Indenture subsequent to the Issue Date pursuant to clause (ii) of cash interest payments the first sentence of the immediately preceding paragraph, the Company shall use its reasonable best efforts to obtain the same "CUSIP" number for such Notes as is printed on the DebenturesNotes outstanding at such time; provided, however, that if any series of Notes issued under this Indenture -------- ------- subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Securities then outstanding. The Trustee may appoint an authenticating agent (the "Authenticating -------------- Agent") reasonably acceptable to the Company to authenticate DebenturesNotes. Unless ----- otherwise provided in the appointment, an Authenticating Agent may authenticate Debentures Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Debentures Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof; provided, however, that Debentures may be issued, at the option of the Company, in denominations of less than $1,000 (but not less than $1.00) upon the initial exchange of the Preferred Stock for the Debentures such that each holder of Preferred Stock shall receive Debentures in a principal amount equal to the full liquidation preference of the Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends (as specified to the Trustee in the Officers' Certificate delivered pursuant to this Section 2.02) and upon registration of the transfer thereof; provided, further, however, that Secondary Debentures may be issued in denominations of less than $1,000 (but not less than $1.00). In the event that the Company shall issue and the Trustee shall authenticate any Debentures issued under this Indenture subsequent to the Exchange Date pursuant to paragraph 1 of the Debenture, the Company shall use its reasonable efforts to obtain the same "CUSIP" number for such Debentures as is printed on the Debentures outstanding at such time; provided, however, that if any series of Debentures issued under this Indenture subsequent to the Exchange Date is either determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, or deemed under standard practices to be a different class of security than the Debentures outstanding at such time for federal income tax purposes, the Company shall obtain a "CUSIP" number for such Debentures that is different than the "CUSIP" number printed on the Debentures then outstanding. Notwithstanding the foregoing, all Debentures issued under this Indenture shall vote and consent together on all matters (as to which any of such Debentures may vote or consent) as one class and no series of Debentures will have the right to vote or consent as a separate class on any matter.

Execution and Authentication; Aggregate Principal. Amount. ------ Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Debentures Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the DebenturesNotes. If an Officer or Assistant Secretary whose signature is on a Debenture Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the DebentureNote, the Debenture Note shall nevertheless be valid. On March 29, 2001, the Trustee shall authenticate and deliver $300.0 million of 10 3/8% Senior Subordinated Notes due 2011 in the form of Initial Notes. In addition, the Trustee shall authenticate Exchange Notes and Private Exchange Notes, as applicable, for original issue in the aggregate principal amount not to exceed $300.0 million, in each case upon a written order of the Company in the form of an Officers' Certificate, provided that such Exchange Notes and Private Exchange Notes shall be issuable only upon the valid surrender for cancellation of such Initial Notes of a like aggregate principal amount. Further, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified, in each case in a written order of the Company in the form of an Officers' Certificate. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.15 after March 29, 2001, shall certify that such issuance will not be prohibited by Section 4.13. A Debenture Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the DebentureNote. The signature shall be conclusive evidence that the Debenture Note has been authenticated under this Indenture. The Trustee shall authenticate Debentures for original issue in the aggregate principal amount of the liquidation preference of the outstanding shares of Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends (such Debentures to be substantially in the form of Exhibit A), upon receipt of a written order of the Company in the form of an Officers' Certificate. Such Officers' Certificate shall specify the amount of Debentures to be authenticated and the date on which the Debentures are to be authenticated. The aggregate principal amount of Debentures outstanding at any time may not exceed the principal amount of the liquidation preference of the outstanding shares of Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends, except that the principal amount of Debentures outstanding at any time may exceed such amount, as provided in Section 2.07 hereof or if Secondary Debentures are issued in lieu of cash interest payments on the Debentures. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate DebenturesNotes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Debentures Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Debentures Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof; provided, however, that Debentures may be issued, at the option of the Company, in denominations of less than $1,000 (but not less than $1.00) upon the initial exchange of the Preferred Stock for the Debentures such that each holder of Preferred Stock shall receive Debentures in a principal amount equal to the full liquidation preference of the Preferred Stock on the Exchange Date (including Preferred Stock issued in lieu of cash dividends on the Preferred Stock), plus accumulated and unpaid dividends (as specified to the Trustee in the Officers' Certificate delivered pursuant to this Section 2.02) and upon registration of the transfer thereof; provided, further, however, that Secondary Debentures may be issued in denominations of less than $1,000 (but not less than $1.00). In the event that the Company shall issue and the Trustee shall authenticate any Debentures issued under this Indenture subsequent to the Exchange Date pursuant to paragraph 1 of the Debenture, the Company shall use its reasonable efforts to obtain the same "CUSIP" number for such Debentures as is printed on the Debentures outstanding at such time; provided, however, that if any series of Debentures issued under this Indenture subsequent to the Exchange Date is either determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee, or deemed under standard practices to be a different class of security than the Debentures outstanding at such time for federal income tax purposes, the Company shall obtain a "CUSIP" number for such Debentures that is different than the "CUSIP" number printed on the Debentures then outstanding. Notwithstanding the foregoing, all Debentures issued under this Indenture shall vote and consent together on all matters (as to which any of such Debentures may vote or consent) as one class and no series of Debentures will have the right to vote or consent as a separate class on any matter.