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 Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a 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 Note, the 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 Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate 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 and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof.

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 Notes Debentures for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the NotesDebentures. If an Officer or Assistant Secretary whose signature is on a Note 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 NoteDebenture, the Note Debenture 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 Note Debenture shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteDebenture. The signature shall be conclusive evidence that the Note 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 NotesDebentures. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes 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 and Affiliates or with any Affiliate of the Company. The Notes 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 Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a 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 Note, the 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 Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (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 Initial Notes, in each case upon written orders of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of 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 of authentication, whether the Notes are to be Initial 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 Notes outstanding at any time may not exceed $123,000,000 except as provided in Section 2.07. In the event that the Company shall issue and the Trustee shall authenticate any Securities issued under this Indenture subsequent to the Issue Date pursuant to clause (ii) of 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 Notes 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 Notes. Unless ----- otherwise provided in the appointment, an Authenticating Agent may authenticate 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 and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof.

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 Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a 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 Note, the Note shall nevertheless be valid. On March 29July 28, 20011999, the Trustee shall authenticate and deliver $300.0 130.0 million of 10 3/812% Senior Subordinated Notes due 2011 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 $300.0 130.0 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 in 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 March 29July 28, 20011999, shall certify that such issuance will not be prohibited by Section 4.13. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Notes Indenture. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate 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 and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof.

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 Notes Debentures for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a Note 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 NoteDebenture, the Note Debenture shall nevertheless be valid. On March 29July 28, 20011999, the Trustee shall authenticate and deliver $300.0 million 52,204,000 principal amount at maturity of 10 3/815% Senior Subordinated Notes Discount Debentures due July 15, 2011 in the form of Initial NotesDebentures. In addition, the Trustee shall authenticate Exchange Notes Debentures and Private Exchange NotesDebentures, as applicable, for original issue in the aggregate principal amount at maturity not to exceed $300.0 million52,204,000, in each case upon receipt of a written order of the Company in the form of an Officers' Certificate, ; provided that such Exchange Notes Debentures and Private Exchange Notes Debentures shall be issuable only upon the valid surrender for cancellation of such Initial Notes Debentures of a like aggregate principal amount. Further, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes Debentures for original issue in an aggregate principal amount specified, in each case in 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 Debentures to be authenticated and the date on which the original issue of Notes Debentures 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 4.13authenticated. A Note Debenture shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteDebenture. The signature shall be conclusive evidence that the Note Debenture has been authenticated under this Debenture Indenture. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate NotesDebentures. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes 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 and Affiliates of the Company. The Notes 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.