Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 200,000,000 upon a written order of the Company in the form of an Officers’ ' Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time for original issue after the Issue Date in the aggregate principal amount of up to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case $200,000,000 upon receipt of a written order of the Company in the form of an Officers’ ' Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ ' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 shall, upon a written order of the Company signed by an Officer (an "Authentication Order"), together with an Officer's Certificate and an Opinion of Counsel, authenticate Securities for original issue in the form aggregate principal amount stated in the Authentication Order. The Officer's Certificate and Opinion of an Officers’ Certificate. In addition, the Trustee Counsel shall authenticate Additional Securities from time to time after the Issue Date each state that all conditions precedent provided for or relating to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt issuance of a written order of the Company in the form of an Officers’ Certificate. Additional such Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedhave been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The Securities Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be issuable only in registered form without coupons in denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $1,000 and integral multiples thereofthis Indenture.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one 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 Securities for the Company by manual or facsimile signature. If an the Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 500,000,000 and (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount, in each case upon a written order of the Company signed by one Officer of the Company (the “Company Order”). Such Company Order shall specify whether the Securities will be in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Definitive Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial or Global Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities or Additional Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its assets in one or more transactions to any Person, and the Successor Company shall have executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Company, be exchanged for other Securities executed in the name of the Successor Company, with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Successor Company, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a Successor Company pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such Successor Company, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an An Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Securities shall be substantially as set forth in Exhibit A hereto. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 shall, upon a written order of the Company in signed by two Officers of the form of an Officers’ Certificate. In additionCompany, the Trustee shall authenticate Additional Securities from time to time after the Issue Date for original issue up to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), aggregate principal amount stated in each case upon receipt of a written order paragraph 4 of the Company in the form of an Officers’ CertificateSecurities. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the The aggregate principal amount of Securities to be authenticated and outstanding at any time shall not exceed the date on which the Securities are to be authenticatedamount set forth herein except as provided in Section 2.09 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities Each Global Security authenticated under this Indenture shall be issuable only registered in registered form without coupons in denominations the name of $1,000 the Depositary designated for such Global Security or a nominee thereof and integral multiples thereofdelivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. The Company initially appoints The Depositary Trust Company as the Depositary.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of each Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $[650,000,000], (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Transfer Restricted Securities exchanged pursuant thereto or otherwise pursuant to an Officer effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and an Assistant Secretary, shall sign, whether the Securities are to be Transfer Restricted Securities or one Exchange Securities. 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 Securities for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer The Trustee shall authenticate and an Assistant Secretary, shall sign, or make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $750,000,000 and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and any integral multiples of $1,000 in excess thereof, whether such Additional Securities are of the same or a different series than the Original Securities. One Officer of each Issuer 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 Securities for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee A Security shall authenticate be dated the date of its authentication. 1. All Securities for original issue issued on the Issue Date shall be identical in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In additionall respects other than issue dates, the Trustee shall authenticate Additional Securities date from time to time after the Issue Date which interest accrues and any changes relating thereto. Notwithstanding anything to the extent otherwise permitted (includingcontrary contained in this Indenture, without limitationsubject to Section 2.12, all Securities issued under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated this Indenture shall vote and consent together on all matters as the same one class and no series of Securities will have the right to vote or consent as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date a separate class on which the Securities are to be authenticatedany matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Initially, the Trustee will act as Authenticating Agent. Any such instrument shall be evidenced by an instrument signed by a Trust Officer of the Trustee, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities 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. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.4 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of each of the Issuers 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 Securities for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless, after giving effect to any exchange of Initial Securities for Exchange Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee A Security shall authenticate be dated the date of its authentication. (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 200,000,000, (2) Additional Securities for original issue and (3) Exchange Securities for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company in the form Issuers signed by two Officers of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in Issuers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each of the form of an Officers’ Certificate. Additional Securities will be treated Issuers or so long as the same series Company is a limited partnership, of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchaseGeneral Partner (the "Issuers Order"). Each such Officers’ Certificate Such Issuers Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities, Additional Securities or Exchange Securities. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company Issuers to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. In case the Issuer or any Subsidiary Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its Properties and assets to any Person, and the successor Person resulting from such agent. An authenticating agent has consolidation, or surviving such merger, or into which any Issuer or any Subsidiary Guarantor shall have been merged, or the same rights Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuers Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one (a) An 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 Securities for on behalf of the Company by manual or facsimile signature. Typographic and other minor defects in any facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. (b) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. A Security shall be dated the date of its authentication. (d) The Trustee shall at any time, and from time to time, authenticate Securities for original issue on the Issue Date in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order, an Officers’ Certificate delivered in accordance with Sections 11.04 and 11.05 and an Opinion of Counsel which shall state: (1) that the supplemental indenture is authorized and permitted by this Indenture and constitutes a legal, valid and binding obligation of the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting creditors’ rights generally and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law; (2) that such Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly authorized, executed and delivered, and constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting creditors’ rights generally and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law; and (3) in accordance with Sections 11.04 and 11.05, that all conditions precedent in respect of the execution and delivery by the Company of such Securities have been complied with. The aggregate principal amount of $150,000,000 Securities of any Series outstanding at any time may not exceed any limit upon a written order of the Company maximum principal amount for such Series set forth in the form of an Officers’ Certificate. In additionBoard Resolution, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such supplemental indenture hereto or Officers’ Certificate shall specify the amount of Securities delivered pursuant to be authenticated and the date on which the Securities are to be authenticated. Section 2.02, except as provided in Section 2.08. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities manually or by facsimile. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities At any time and from time to time after the Issue Date execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the extent otherwise permitted Trustee for authentication. The Trustee shall thereupon authenticate and make available for delivery said Securities to or upon the Written Request of the Company. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and, subject to Section 1.01, shall be fully protected in relying upon: (includinga) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Securities were established, without limitation, under Section 4.10 hereof), in each case upon receipt certified by the Secretary of a written order an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, or if the terms and form of such Securities are established by an Officers’ ' Certificate pursuant to general authorization of the Board of Directors, such Officers' Certificate; (b) an executed supplement indenture, if any; and (c) an Officers' Certificate delivered in accordance with Sections 10.04 and 10.05. Additional The Trustee shall have the right to decline to authenticate and deliver any Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this IndentureSection if the Trustee, includingbeing advised by counsel, without limitation, for purposes of waivers, amendments, redemption and offers determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to purchase. Each such Officers’ Certificate shall specify the amount of Securities personal liability to be authenticated and the date on which the Securities are to be authenticatedexisting Holders. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers 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 Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 285,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $285,000,000, in each case upon a written order of the Company in the form of an Officers’ ' Certificate. In addition, ; provided that such Exchange Securities shall be issuable only upon the Trustee shall authenticate Additional valid surrender for cancellation of Initial Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of like aggregate principal amount in accordance with the Company in the form of an Registration Rights Agreement. The Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ ' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $285,000,000, except as provided in Section 2.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof. Interest shall be payable in the manner and at the times specified in the form of Securities attached hereto.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Securityor an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount up to $250,000,000 aggregate principal amount ($287,500,000 aggregate principal amount if the Underwriters exercise their over-allotment option in full by executing an over-allotment exercise notice and delivering such executed over-allotment exercise notice to the Trustee and the Company), upon receipt by the Trustee of $150,000,000 upon a written order of Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the form date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. In additionPrior to the issuance of Securities of any Series, the Trustee shall authenticate Additional Securities from time have received and (subject to time after Section 9.02) shall be fully protected in relying on: (a) the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in Board Resolution or Officers’ Certificate establishing the form of the Securities and the terms of the Securities, (b) an Officers’ CertificateCertificate complying with Section 13.05, and (c) an Opinion of Counsel complying with Section 13.05. Additional The Trustee shall have the right to decline to authenticate and deliver any Securities will of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be treated as taken; or (b) if the same series Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of Securities as the Initial any then outstanding Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofor an Affiliate.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee shall authenticate Securities . (1) Initial Exchange Notes for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 10,000,000 and (2) Registered Exchange Notes for issue only on any date on which, pursuant to the Purchase Agreement, the Shelf Registration is effective, in exchange for Initial Exchange Notes of an equal principal amount, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Exchange Notes or Registered Exchange Notes. The aggregate principal amount of Securities outstanding at any time may not exceed $10,000,000 except as provided in Section 2.7. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company Issuer by manual or facsimile signature. The Issuer’s seal shall be reproduced on the Securities. Each of the Guarantors shall execute the Guarantee in the manner set forth in Section 9.07. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in Issuer signed by two Officers or by an Officer and an Assistant Treasurer of the form Issuer. Each Security shall be dated the date of an Officers’ Certificateits authentication. In additionauthenticating Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall authenticate Additional Securities from time to time after the Issue Date be given, and (subject to the extent otherwise permitted TIA) shall be fully protected in relying upon, (a) a copy of the Authorizing Resolution in or pursuant to which the terms and form of the Securities were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Securities are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 12.04; and (d) an Opinion of Counsel stating that all conditions precedent to the authentication and delivery of the Securities have been complied with and that the Securities have been duly executed and, when the Securities have been duly authenticated and delivered by the Trustee, will be duly issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to any applicable bankruptcy, insolvency (including, without limitation, under Section 4.10 hereofall laws relating to fraudulent transfers), in each case upon receipt reorganization, moratorium or similar laws affecting the enforcement of a written order creditors’ rights generally and subject to the effect of the Company in the form general principles of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indentureequity, including, without limitation, for purposes concepts of waiversmateriality, amendmentsreasonableness, redemption good faith and offers to purchase. Each such Officers’ Certificate shall specify the amount fair dealing (regardless of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided whether enforcement is considered in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference a proceeding in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofequity or at law).

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers 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, execute the Securities for on behalf of the Company by either manual or facsimile signature. If an Officer whose Securities bearing the manual or facsimile signature is on a Security of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or Guarantee, as any of them have ceased to hold such offices prior to the case may be, was an Officer at the time authentication and delivery of such Securities or did not hold such offices on the date of such Securities. At any time and from time to time after the execution but no longer holds that office at and delivery of this Indenture, the time Company many deliver Securities executed by the Company to the Trustee authenticates for authentication, together with a Company Order for the Security, authentication and delivery of such Securities; and the Security Trustee in accordance with such Company Order shall nevertheless be validauthenticate and deliver such Securities as provided in this Indenture and not otherwise. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Trustee's signature on such certificate shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the an aggregate principal amount not to exceed $195,000,000, upon receipt of $150,000,000 upon a written order Company Order. In addition, on or prior to the date of the Company Registered Exchange Offer, the Trustee or an authenticating agent shall authenticate Exchange Securities (including any Private Exchange Securities which will be in the form of an Officers’ Certificate. In addition, Exhibit A-2 but which shall have the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), restrictive legend contained in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. Exhibit The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate SecuritiesSecurities on behalf of the Trustee. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same authenticating rights and duties as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates or with any Affiliate of the Company. The certificates representing the Securities shall will be issuable only issued in fully registered form form, without coupons and only in denominations of $1,000 and any integral multiples multiple thereof. Except as described below, the Securities will be deposited with, or on behalf of, the Depository, and registered in the name of Cede & Co. as the Depository's nominee in the form of a global note certificate substantially in the form of Exhibit A-1 (the "Global Security"). Securities purchased by or transferred to (i) Institutional Accredited Investors who are not Qualified Institutional Buyers, (ii) except as described below, persons outside the United States pursuant to sales in accordance with Regulation S under the Securities Act or (iii) any other persons who are not Qualified Institutional Buyers (collectively, "Non-Global Purchasers") will be issued in registered form without coupons substantially in the form of Exhibit Securities purchased by persons outside the United States pursuant to sales in accordance with Regulation S under the Securities Act will be represented upon issuance by a temporary global note certificate substantially in the form of Exhibit A-1 (the "Offshore Physical Securities" and, together with the U.S. Physical Securities, the "Physical Securities") which will not be exchangeable for U.S. Physical Securities until the expiration of the "40-day restricted period" within the meaning of Rule 903(c)(3) of Regulation S under the Securities Act. The Offshore Physical Securities will be registered in the name of, and be held by, an offshore physical security holder (the "Offshore Physical Security Holder") until the expiration of such 40-day period, at which time the Offshore Physical Securities will be delivered to the Trustee in exchange for Securities registered in the names requested by the Offshore Physical Security Holder. In addition, until the expiration of such 40-day period, transfers of interests in the Offshore Physical Securities can only be effected through the Offshore Physical Security Holder in accordance with the requirements of Section 3.17 hereof.

Execution and Authentication. Two Officers, or an (a) A duly authorized Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for the Company by manual or facsimile signature. . (b) If an Officer of the Company whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. . (d) The Trustee shall initially authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 upon a written order of 225,000,000 (which includes $25,000,000 aggregate principal amount if the Company Underwriters exercise their over-allotment option in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case full) upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). The Company may, without the consent of the Holders, re-open the Securities and issue additional Securities (the “Additional Securities”) with the same terms and with the same CUSIP number as the Securities in the form of an Officers’ Certificate. unlimited aggregate principal amount; provided, however that no such Additional Securities will may be treated issued unless fungible with the Securities offered hereby for U.S. federal income tax purposes. The Trustee shall authenticate Additional Securities thereafter in unlimited aggregate principal amount (so long as permitted by the same series terms of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, ) for purposes of waivers, amendments, redemption and offers to purchaseoriginal issue upon a Company Order in aggregate principal amount as specified in such order (except as provided in Section 2.07). Each such Officers’ Certificate Company Order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. Such Additional Securities shall have identical terms to the Initial Securities except for issuance dates and prices and with respect to interest accruing prior to their date of issuance, and will constitute the same series as the Initial Securities for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an (a) A duly authorized Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for the Company by manual or facsimile signature. . (b) If an Officer of the Company whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. . (d) The Trustee shall initially authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 upon a written order of ___(which includes $___aggregate principal amount if the Company Underwriters exercise their over-allotment option in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case full) upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). The Company may, without the consent of the Holders, re-open the Securities and issue additional Securities (the “Additional Securities”) with the same terms and with the same CUSIP number as the Securities in the form of an Officers’ Certificate. unlimited aggregate principal amount; provided, however that no such Additional Securities will may be treated issued unless fungible with the Securities offered hereby for U.S. federal income tax purposes. The Trustee shall authenticate Additional Securities thereafter in unlimited aggregate principal amount (so long as permitted by the same series terms of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, ) for purposes of waivers, amendments, redemption and offers to purchaseoriginal issue upon a Company Order in aggregate principal amount as specified in such order (except as provided in Section 2.07). Each such Officers’ Certificate Company Order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. Such Additional Securities shall have identical terms to the Initial Securities except for issuance dates and prices and with respect to interest accruing prior to their date of issuance, and will constitute the same series as the Initial Securities for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee A Security shall authenticate be dated the date of its authentication. (1) Initial Securities for original issue on the Issue Issuance Date in the an aggregate principal amount of $150,000,000 180,000,000 (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount and (3) Exchange Securities for issue only in a Registered Exchange Offer pursuant to the Registration Rights Agreement or upon resale under an effective Shelf Registration Statement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company signed by two Officers of the Company (the "Company Order"). Such Company Order shall specify whether the Securities will be in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Definitive Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial or Global Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities, Additional Securities or Exchange Securities. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Subsidiary Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an An Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs or an authenticating agent, as the certificate of authentication on the Security. The case may be, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver: (1) on the date hereof, Initial 2018 Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 500,000,000, Initial 2020 Securities for original issue in an aggregate principal amount of $750,000,000, Initial 2025 Securities for original issue in an aggregate principal amount of $1,000,000,000, and Initial 2045 Securities for original issue in an aggregate principal amount of $500,000,000, (2) if and when issued, Additional Securities of each series (which may be issued in either a registered or a private offering under the Securities Act) and (3) Exchange Securities of each series for issue only in an exchange offer pursuant to a Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of the same series and in an equal principal amount, in each case upon a written order of the Company in the form of signed by an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order Officer of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount and series of the Securities to be authenticated and the date on which the issue of such Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities of each series under this Indenture subsequent to the Issue Date, provided that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code. In authenticating such Securities, the Trustee shall receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company and the Guarantors, respectively, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, as the case may be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities of each series outstanding at any time may not exceed the aggregate principal amount of Securities of that series authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities of any series that may be issued under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent reasonably agents acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantors or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftheir respective Affiliates.

Execution and Authentication. Two Officers, An Officer of the Company or an Officer and an Assistant Secretary, shall sign, or one Officer of Holdings in its capacity as the manager of the Company 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company signed by an Officer of the Company or of Holdings in its capacity as the manager of the Company, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands. The Trustee shall not be required to authenticate such Securities shall be issuable only if the issue thereof may adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Securities and this Indenture, as determined by the Trustee in registered form without coupons in denominations of $1,000 and integral multiples thereofits sole discretion.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 shall, upon a written order of the Company signed by an Officer (an "AUTHENTICATION ORDER"), together with an Officer's Certificate and an Opinion of Counsel, authenticate Securities for original issue in the form aggregate principal amount stated in the Authentication Order. The Officer's Certificate and Opinion of an Officers’ Certificate. In addition, the Trustee Counsel shall authenticate Additional Securities from time to time after the Issue Date each state that all conditions precedent provided for or relating to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt issuance of a written order of the Company in the form of an Officers’ Certificate. Additional such Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedhave been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The Securities Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be issuable only in registered form without coupons in denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $1,000 and integral multiples thereofthis Indenture.

Execution and Authentication. Two Officers, or an An Officer and an Assistant Secretary, shall sign, or one Officer of each of the Obligors 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 Securities for the Company Obligors by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 upon a written order 240,000,000 of the Company in 3.0% Notes due 2010 and an aggregate principal amount of $240,000,000 of the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case 4.0% Notes due 2013 upon receipt of a written order or orders of the Company in Obligors signed by an Officer of the form of Obligors (an Officers’ Certificate"OBLIGORS ORDER"). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate The Obligors Order shall specify the amount of Securities to be authenticated in each series, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time of either series may not exceed the amounts in the foregoing sentence, except as provided in Section 2.7. The 3.0% Notes due 2010 and the 4.0% Notes due 2013 shall each constitute a separate series of Securities issued hereunder and each such series shall vote separately as its own class under the Indenture, except where otherwise provided. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company Obligors to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates Obligors or an Affiliate of the CompanyObligors. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers 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 Securities Security for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Issuers shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate or cause to be authenticated the Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 125,000,000 upon a written order of the Company Issuers in the form of an Officers’ ' Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an The Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ ' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $125,000,000, except as provided in Section 2.7. Upon the written order of the Issuers in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of either of the Issuers. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Issuers, any Affiliate of the CompanyIssuers, or any Subsidiaries of the Issuers. The Securities shall be issuable only in fully registered form form, without coupons coupons, in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless, after giving effect to any exchange of Initial Securities for Exchange Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee A Security shall authenticate be dated the date of its authentication. (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 250,000,000, (2) Additional Securities for original issue and (3) Exchange Securities for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in (the form of an Officers’ Certificate"Company Order"). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities, Additional Securities or Exchange Securities. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent has In case the same rights Company or any Subsidiary Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities 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. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers 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, execute the Securities for on behalf of the Company by either manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the an aggregate principal amount at maturity not to exceed $212,909,624 upon receipt of $150,000,000 upon a written order an Officers' Certificate signed by two Officers of the Company directing the Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of the Securities contained herein have been complied with. The aggregate Accreted value at maturity of Securities outstanding at any time may not exceed $212,909,624, except as provided in Section 2.07. With the form prior written approval of an Officers’ Certificate. In additionthe Company, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates or with any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof's Affiliates.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An 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 Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Initial Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case 50,000,000 upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers’ CertificateCompany (a "COMPANY ORDER"). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. Subject to Section 2.15, the Company may issue Add On Securities. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, Officers of the Company or an Officer and an Assistant Secretary, shall sign, of Holdings in its capacity as the manager of the Company (or one Officer and the Vice President and Secretary of the Company or of Holdings in its capacity as the manager of the Company) 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company signed by two Officers or by an Officer and either a Treasurer or an Assistant Treasurer or a Secretary or an Assistant Secretary of the Company or of Holdings in its capacity as the manager of the Company, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands. The Trustee shall not be required to authenticate such Securities shall be issuable only if the issue thereof may adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Securities and this Indenture, as determined by the Trustee in registered form without coupons in denominations of $1,000 and integral multiples thereofits sole discretion.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee shall authenticate . (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 110.0 million and (2) Exchange Securities for issue only in a Registered Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities of an equal principal amount, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in (the form of an Officers’ Certificate"Company Order"). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities or Exchange Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $110.0 million except as provided in Section 2.9. 34 28 The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights Company or any Subsidiary Guarantor (if any), pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary Guarantor (if any) shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities 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. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 shall, upon a written order of the Company in the form of signed by an Officer (an “Authentication Order”), together with an Officers’ Certificate. In additionCertificate and an Opinion of Counsel, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company for original issue in the form of an Officers’ Certificateaggregate principal amount stated in the Authentication Order. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such The Officers’ Certificate and Opinion of Counsel shall specify each state that all conditions precedent provided for or relating to the amount issuance of such Securities to be authenticated and the date on which the Securities are to be authenticatedhave been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The Securities Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be issuable only in registered form without coupons in denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $1,000 and integral multiples thereofthis Indenture.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one (a) 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 Securities for the Company by manual or facsimile signature. . (b) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. . (c) A Security shall not be valid until authenticated by the manual signature of an authorized signatory officer of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. . (d) The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an signed by two Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the Series and the amount of the Securities to be authenticated and the date on which the such Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time is unlimited. In authenticating such Securities and in accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and shall be fully protected in relying upon, an Opinion of Counsel (which may appoint rely upon an Officers' Certificate as to factual matters) stating: (i) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (e) The Trustee shall initially act as authenticating agent and may subsequently appoint another Person reasonably acceptable to the Company as authenticating agent to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. Provided that the authentication agent has entered into an agreement with the Company concerning the authentication agent's duties, the Trustee shall not be liable for any act or any failure 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. (f) The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.3 if the Trustee determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. (g) The Securities shall be issuable issued only in registered form without coupons in denominations of $1,000 and integral multiples thereofcoupons.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 shall, upon a written order of the Company signed by an Officer (an "Authentication Order"), together with an Officers' Certificate and an Opinion of Counsel, authenticate Securities for original issue in the form aggregate principal amount stated in the Authentication Order. The Officers' Certificate and Opinion of an Officers’ Certificate. In addition, the Trustee Counsel shall authenticate Additional Securities from time to time after the Issue Date each state that all conditions precedent provided for or relating to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt issuance of a written order of the Company in the form of an Officers’ Certificate. Additional such Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedhave been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The Securities Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be issuable only in registered form without coupons in denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $1,000 and integral multiples thereofthis Indenture.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, of the Company shall sign, or one Officer shall sign execute the Securities and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Company shall attest to, execute the Securities coupons appertaining thereto for the Company by facsimile or manual or facsimile signaturesignature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but coupon appertaining thereto no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until an authorized signatory One Officer of the Trustee manually signs Parent Guarantor shall execute the certificate Security Guarantees for the Parent Guarantor by facsimile or manual signature in the name and on behalf of authentication the Parent Guarantor. If an Officer of the Parent Guarantor whose signature is on a Security Guarantee no longer holds that office at the Securitytime the Security Guarantee is authenticated, the Security Guarantee shall nevertheless be valid. The signature shall be conclusive evidence that Trustee, at the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order expense of the Company in the form of an Officers’ Certificate. In additionCompany, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to (the Company “Authenticating Agent”) to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the same rights as an Agent execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to deal the Trustee for authentication together with the Company applicable documents referred to below in this Section, and Affiliates the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. The In authenticating any Securities of a series, the Trustee shall be issuable only entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company and the Parent Guarantor, enforceable against the Company and the Parent Guarantor in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the Board Resolution and/or executed supplemental indenture, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form without coupons of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in denominations whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of $1,000 and integral multiples thereofthe Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs or an authenticating agent, as the certificate of authentication on the Security. The case may be, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 700,000,000, (2) if and when issued, Additional Securities (which may be issued in either a registered or a private offering under the Securities Act) and (3) Exchange Securities for issue only in an exchange offer pursuant to a Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order signed by one Officer of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the issue of Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities under this Indenture subsequent to the Issue Date, provided that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code. In authenticating such Securities, the Trustee shall be entitled to receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities outstanding at any time may not exceed the aggregate principal amount of Securities authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities that may be issued under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent reasonably agents acceptable to the Company to authenticate Securities. The Trustee hereby initially appoints the Securities Administrator as an authenticating agent, and both the Securities Administrator and the Company hereby accept such appointment. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantor or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftheir respective Affiliates.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one (a) An 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 Securities for the Company by manual or facsimile signature. One Officer shall sign each notation of Subsidiary Guarantee for each Guarantor by manual or facsimile signature. (b) If an Officer whose facsimile signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Supplemental Indenture. . (d) The Trustee shall authenticate and deliver: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 475,000,000 and (2) if and when issued, Additional Securities (which may be issued in either a registered or a private offering under the Securities Act), in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order signed by one Officer of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the issue of Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form. The Trustee shall also be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required by Section 11.04, an Opinion of Counsel stating: that such Initial Securities when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions and assumptions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and, if applicable, the Guarantors, enforceable in accordance with their terms, subject to the following limitations: (i) bankruptcy, insolvency, moratorium, reorganization, liquidation, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, or to general equity principles, (ii) the availability of equitable remedies being subject to the discretion of the court to which application therefor is made; and (iii) such other usual and customary matters as shall be specified in such Opinion of Counsel. The Company may issue Additional Securities under this Supplemental Indenture subsequent to the Issue Date, subject to Section 4.03 of this Supplemental Indenture; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code. (e) The Trustee shall have the right to decline to authenticate and deliver any Additional Securities under this Section if the Trustee determines that such action may not lawfully be taken by the Company or if the Trustee in good faith by its board of directors or board of trustee, executive committee, or a trust committee of directors or trustees or Trust Officers shall determine that such action would expose the Trustee to personal liability to existing Holders. (f) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 200,000,000, (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount and (3) Exchange Securities for issue only in an Exchange Offer or upon resale under an effective shelf registration statement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company signed by one Officer of the Company (the “Company Order”). Such Company Order shall specify whether the Securities will be in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Definitive Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial or Global Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of the Securities to be authenticated and authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities, Additional Securities or Exchange Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article V, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article V, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of each Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $300,000,000, (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Initial Securities exchanged pursuant thereto or otherwise pursuant to an Officer effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and an Assistant Secretary, shall sign, whether the Securities are to be Initial Securities or one Exchange Securities. 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 Securities for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An 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 Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 upon a written order of 500,000,000 (or up to $600,000,000 if the Company Initial Purchasers' over-allotment option set forth in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), Purchase Agreement is exercised in each case full) upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers’ CertificateCompany (a "Company Order"). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate The Company Order shall specify the amount of Securities to be authenticated and the date on which the authenticated, shall provide that all such Securities are to will be authenticatedrepresented by a Restricted Global Security. The aggregate principal amount of Securities outstanding at any time may not exceed the amount set forth by this paragraph. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee shall authenticate Securities . (1) Initial Notes for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 150 million, (2) Exchange Notes for issue only in a Registered Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Notes of an equal principal amount and (3) Additional Securities for issuance as Transfer Restricted Securities or otherwise and any Exchange Securities with respect thereto, in each case upon a written order of the Company in signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the form Company; provided, any such order with respect to Additional Securities shall be accompanied by the receipt of an Officers’ Certificate. In addition, the Trustee shall ' Certificate and Opinion of Counsel pursuant to Section 13.4 to authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), for original issue in each case upon receipt of a written an aggregate principal amount set forth in such request. Such order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities or Exchange Securities. The aggregate principal amount of Original Securities outstanding at any time may not exceed $150 million except as provided in Section 2.7. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two OfficersThe aggregate principal ---------------------------- amount of Notes outstanding at any time shall not exceed $300,000,000. The Notes shall be executed on behalf of the Company by its Chief Executive Officer, its President or an Officer any Executive Vice President and an Assistant Secretary, shall sign, be attested by the Company's Secretary or one Officer shall sign and one Officer or an of its Assistant Secretary (each of whom shallSecretaries, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company case by manual or facsimile signature. If The Notes shall be authenticated by manual signature of an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time authorized officer of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security and shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Securityfor any purpose unless so authenticated. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order In case any officer of the Company in whose signature shall have been placed upon any of the form Notes shall cease to be such officer of an Officers’ Certificatethe Company before authentication of such Notes by the Trustee and the issuance and delivery thereof, such Notes may, nevertheless, be authenticated by the Trustee and issued and delivered with the same force and effect as though such Person had not ceased to be such officer of the Company. In additionNotwithstanding any other provision hereof, the Trustee shall authenticate Additional Securities from time and deliver Notes only upon receipt by the Trustee of an Officers' Certificate complying with Section 10.04 hereof with respect to time after satisfaction of all conditions precedent contained in this Indenture to authentication and delivery of such Notes. Upon compliance by the Issue Date to Company with the extent otherwise permitted (includingprovisions of the previous paragraph, without limitationthe Trustee shall, under Section 4.10 hereof), in each case upon receipt of a written order of the Company Order requesting such action, authenticate Notes for original issuance in the form of an Officers’ Certificateaggregate principal amount not to exceed $300,000,000. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such Company Order shall specify the amount of Securities Notes to be authenticated and the date on which the Securities Notes are to be authenticatedauthenticated and shall further provide instructions concerning registration, amounts for each Holder and delivery. A Note shall not be valid or entitled to any benefit under this Indenture or obligatory for any purpose unless executed by the Company and authenticated by the manual signature of the Trustee as provided herein. The signature of an authorized officer of the Trustee shall be conclusive evidence, and the only evidence, that such Note has been authenticated and delivered under this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securitiesthe Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Any authenticating agent has of the Trustee shall have the same rights hereunder as an Agent any Registrar or Paying Agent. The Trustee shall not be liable for any failure to deal act of the authenticating agent in performing any duty either required herein or authorized herein to be performed by such person in accordance with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofIndenture.

Execution and Authentication. Two Officers(a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $350,000,000, or an Officer and an Assistant Secretary, shall sign, or one plus any amount in respect of Payment-in-Kind Interest thereon. (b) An 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 Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. (c) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (d) A Security shall not be valid until an authorized signatory of the Trustee manually by manual or facsimile signature signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. . (e) The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case 350,000,000 upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). In addition, at any time, from time to time, the Trustee shall upon receipt of a Company Order authenticate and deliver any Payment-in-Kind Securities (or increase the principal amount of any Security) as a result of Payment-in-Kind Interest in the form of an Officers’ Certificateaggregate principal amount specified in such Company Order. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. (f) The Trustee shall act as the initial authenticating agent. The Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. . (g) The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof and, if PIK Interest is paid, in denominations of $1.00 or integral multiples thereofof $1.00 (in each case in aggregate principal amount).

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers of the Company shall sign the Securities on behalf of the Company, and one Officer or an Assistant Secretary (of each Subsidiary Guarantor shall sign the notation on the Securities relating to the Guarantee of whom shallsuch Subsidiary Guarantor on behalf of such Subsidiary Guarantor, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company case by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer of the Company or any Subsidiary Guarantor whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order signed by two Officers of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the The aggregate principal amount of Securities outstanding at any time may not exceed $150,000,000. Series B Notes may be issued only in exchange for a like principal amount of Series A Notes pursuant to an Exchange Offer. The principal and interest on Book-Entry Securities shall be authenticated payable to the Depository or its nominee, as the case may be, as the sole registered owner and the date sole holder of the Book-Entry Securities represented thereby. The principal and interest on which Securities in certificated form shall be payable at the Securities are to be authenticatedoffice of the Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do soso except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Companyor its Affiliates. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of each Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $650,000,000, (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Transfer Restricted Securities exchanged pursuant thereto or otherwise pursuant to an Officer effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and an Assistant Secretary, shall sign, whether the Securities are to be Transfer Restricted Securities or one Exchange Securities. 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 Securities for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers 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, execute the Securities for on behalf of the Company by either manual or facsimile signature. If an Officer whose Securities bearing the manual or facsimile signature is on a Security of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or Guarantee, as any of them have ceased to hold such offices prior to the case may be, was an Officer at the time authentication and delivery of such Securities or did not hold such offices on the date of such Securities. At any time and from time to time after the execution but no longer holds that office at and delivery of this Indenture, the time Company many deliver Securities executed by the Company to the Trustee authenticates for authentication, together with a Company Order for the Security, authentication and delivery of such Securities; and the Security Trustee in accordance with such Company Order shall nevertheless be validauthenticate and deliver such Securities as provided in this Indenture and not otherwise. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Trustee's signature on such certificate shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Initial Securities for original issue in an aggregate principal amount not to exceed $525,000,000, upon receipt of a Company Order. In addition, on or prior to the Issue Date date of the Registered Exchange Offer, the Trustee or an authenticating agent shall authenticate Exchange Securities (including any Private Exchange Securities which will be in the form of Exhibit A-2 but which shall have the restrictive legend contained in Exhibit A-1) to be issued at the time of the Registered Exchange Offer in the aggregate principal amount of up to $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case 525,000,000 upon receipt of a written order Company Order of the Company. In each case, the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Order shall specify the amount of Securities to be authenticated authenticated, the names of the persons in which such Securities shall be registered and the date on which the such Securities are to be authenticatedauthenticated and direct the Trustee to authenticate such Securities together with an Officer's Certificate certifying that all conditions precedent to the issuance of such Securities contained herein have been complied with. The aggregate principal amount of Securities outstanding at any time may not exceed $525,000,000, except as provided in Section 3.04 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate SecuritiesSecurities on behalf of the Trustee. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same authenticating rights and duties as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates or with any Affiliate of the Company. The certificates representing the Securities shall will be issuable only issued in fully registered form form, without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.. Except as described below, the Securities will be deposited with, or on behalf of, the Depository, and registered in the name of Cede & Co. as the Depository's nominee in the form of a global note certificate substantially in the form of Exhibit A-1 (the "Global Security"). Securities purchased by or transferred to (i) Institutional Accredited Investors who are not Qualified Institutional Buyers, (ii) except as described below, persons outside the United States pursuant to sales in accordance with Regulation S under the Securities Act or (iii) any other persons who are not Qualified Institutional Buyers (collectively, "Non-Global Purchasers") will be issued in registered form without coupons substantially in the form of Exhibit A-1 (the "U.S. Physical Securities"). Upon the transfer to a Qualified Institutional Buyer of U.S. Physical Securities initially issued to a Non-Global Purchaser, such U.S. Physical Security will be exchanged for an interest in the Global Security or in the Securities in the custody of the Trustee representing the principal amount of Securities being transferred. Securities purchased by persons outside the United States pursuant to sales in accordance with Regulation S under the Securities Act will be represented upon issuance by a temporary global note certificate substantially in the form of Exhibit A-1 (the "Offshore Physical Securities" and, together with the U.S. Physical Securities, the "Physical Securities") which will not be exchangeable for U.S. Physical Securities until the expiration of the "40-day restricted period" within the meaning of Rule 903(c)(3) of Regulation S under the Securities Act. The Offshore Physical Securities will be registered in the name of, and be held by, an offshore physical security holder (the "Offshore Physical Security Holder") until the expiration of such 40-day period, at which time the Offshore Physical Securities will be delivered to the Trustee in exchange for Securities registered in the names requested by the Offshore Physical Security Holder. In addition, until the expiration of such 40-day period, transfers of interests in the Offshore Physical Securities can only be effected through the Offshore Physical Security Holder in accordance with the requirements of Section 3.17 hereof. 40 -33-

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers 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 Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Issuer shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The , but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Securities the Original Notes for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 105,000,000 and shall authenticate Series B Notes for original issue in the aggregate principal amount of up to $105,000,000, in each case upon a written order of the Company Issuer in the form of an Officers’ ' Certificate. In addition, ; provided that such Series B Notes shall be issuable only upon the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt valid surrender for cancellation of Original Notes of a written order of like aggregate principal amount in accordance with the Company in the form of an Registration Rights Agreement. The Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ ' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $105,000,000, except as provided in Section 2.7. Upon the written order of the Issuer in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Issuer, any Affiliate of the CompanyIssuer or any of its respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, if applicable, the Security shall nevertheless be validvalid nevertheless. A If a Trustee has been appointed, a Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security, otherwise the signature of an Officer shall be sufficient. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its execution by an Officer unless there is a Trustee in which case it shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Company shall make available for delivery and if applicable, the Trustee shall authenticate authenticate: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 102,000,000 and (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount, in each case if Trustee has been appointed upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order signed by one Officer of the Company in (the form of an Officers’ Certificate“Company Order”). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities or Additional Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Initial Holder or the Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers 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 Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted, or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The , but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 23,100,000 upon a written order of the Company in the form of an Officers’ ' Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an The Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ ' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities (other than in respect of the Amended Original Guaranty) outstanding at any time may not exceed $23,100,000, except as provided in Section 2.8. The aggregate principal amount of the Amended Original Guaranty outstanding at any time shall not exceed $103,200,000, except as provided in Section 2.8. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the CompanyCompany or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 100 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers of the Company shall sign the Securities on behalf of the Company, and one Officer or an Assistant Secretary (of each Subsidiary Guarantor shall sign the notation on the Securities relating to the Guarantee of whom shallsuch Subsidiary Guarantor on behalf of such Subsidiary Guarantor, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company case by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer of the Company or any Subsidiary Guarantor whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security is authenticated, the such Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 500,000,000 upon a written order of the Company signed by two Officers of the Company. The aggregate principal amount of Senior Notes outstanding at any time may not exceed $500,000,000. Series B Notes may be issued only in the form exchange for a like principal amount of Series A Notes pursuant to an Officers’ CertificateExchange Offer. In addition, the Trustee The principal and interest on Book-Entry Securities shall authenticate Additional Securities from time to time after the Issue Date be payable to the extent otherwise permitted (includingDepositary or its nominee, without limitationas the case may be, under Section 4.10 hereof), in each case upon receipt of a written order as the sole registered owner and the sole holder of the Company Book-Entry Securities represented thereby. The principal and interest on Securities in certificated form shall be payable at the form office of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedPaying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do soso except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof. If the Securities are to be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that shall represent and shall be in minimum denominations of $1,000.

Execution and Authentication. Two Officers, or an Officer The Trustee shall authenticate and an Assistant Secretary, shall sign, or one Officer shall sign and deliver to a common depositary for further delivery upon a written order of the Issuer signed by one Officer or authorized signatory (an Assistant Secretary “Authentication Order”) (each a) Original Securities for original issue on the date hereof in an aggregate principal amount of whom shall€420,000,000 and (b) subject to the terms of this Indenture, Additional Securities in each casean aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or Appendix A, have been duly any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least €50,000 and integral multiples of €1,000 in excess thereof. One Officer or authorized by all requisite corporate actions) signatory shall attest to, sign the Securities for the Company Issuer by manual or facsimile signature. If an Officer or authorized signatory whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two OfficersThe Securities shall be signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, or an Officer one of its Vice Presidents, or its Treasurer, or one of its Assistant Treasurers, or its Secretary, or one of its Assistant Secretaries. Signatures may be in the form of a manual, electronic or facsimile signature. The Company may use the facsimile signature of any Person who shall have been a Chief Executive Officer, Chief Financial Officer, President or Vice President thereof, or of any Person who shall have been a Treasurer or Assistant Treasurer, Secretary or Assistant Secretary thereof, notwithstanding the fact that at the time the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be the Chief Executive Officer, the Chief Financial Officer, the President or a Vice President, the Treasurer or Assistant Treasurer or the Secretary or an Assistant Secretary, of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Security shall sign, or one Officer shall sign and one Officer be dated the date of its authentication by the Trustee or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validAuthenticating Agent. A Security shall not be valid until authenticated manually or electronically by an authorized signatory of the Trustee manually signs the certificate of authentication on the Securityor by an Authenticating Agent. The Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated under and delivered hereunder and that the Securityholder is entitled to the benefits of this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities At any time and from time to time after the Issue Date execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the extent otherwise permitted Trustee or an Authenticating Agent for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee or an Authenticating Agent in accordance with such Company Order shall authenticate and deliver such Securities. In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (includingsubject to Section 7.01) shall be fully protected in relying upon, without limitationan Opinion of Counsel which shall state: (1) that the form of such Securities has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in accordance with Sections 2.01 and 2.02 and in conformity with the provisions of this Indenture; (2) that the terms of such Securities have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; and (3) that such Securities, under Section 4.10 hereof), in each case upon receipt of a written order of when authenticated and delivered by the Trustee and issued by the Company in the form manner and subject to any conditions specified in such Opinion of an OfficersCounsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption rights and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedgeneral equity principles. The Trustee may appoint an authenticating agent shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, protections, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofTrustee.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 150.0 million, upon a written order of the Company in signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the form of an Officers’ Certificate. In additionCompany and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver additional securities ("Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case Securities") for original issue upon receipt of a written order of the Company in signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on On the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In additionDate, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company signed by two Officers of the Company (a "Company Order"), the Trustee shall authenticate and deliver $225.0 million of 7 1/2% Senior Subordinated Notes Due 2013 and, at any time and from time to time thereafter, the Trustee shall, upon receipt of a Company Order, authenticate and deliver Securities for original issue in an aggregate principal amount specified in such Company Order; provided that, in each case, the form of Trustee shall be entitled to receive an Officers’ Certificate' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Securities. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of each of the Issuers 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 Securities for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless, after giving effect to any exchange of Initial Securities for Exchange Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 200,000,000, (2) Additional Securities for original issue and (3) Exchange Securities for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company in the form Issuers signed by two Officers of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in Issuers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each of the form of an OfficersIssuers (the “Issuers’ CertificateOrder”). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such OfficersSuch Issuers’ Certificate Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities, Additional Securities or Exchange Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent has the same rights In case any Issuer, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which any Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuers’ Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Securityholders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an (a) A duly authorized Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for the Company by manual or facsimile signature. . (b) If an Officer of the Company whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. . (d) The Trustee shall initially authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case 700,000,000 upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). The Company may, without the consent of the Holders, issue additional Securities (the “Additional Securities”) with the same terms and with the same CUSIP number as the Securities in an unlimited aggregate principal amount; provided, however that no such Additional Securities may be issued unless fungible with the Securities for U.S. federal income tax purposes. The Trustee shall authenticate Additional Securities thereafter in unlimited aggregate principal amount (so long as permitted by the terms of this Indenture) for original issue upon a Company Order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated aggregate principal amount as the same series of Securities specified in such order (except as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchaseprovided in Section 2.07). Each such Officers’ Certificate Company Order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. Such Additional Securities shall have identical terms to the Initial Securities except for issuance dates and prices and with respect to interest accruing prior to their date of issuance, and will constitute the same series as the Initial Securities for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAgent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of €275,000,000, (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Initial Securities exchanged pursuant thereto or otherwise pursuant to an Officer effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and an Assistant Secretarywhether the Securities are to be Initial Securities or Exchange Securities. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall sign, or one be in a principal amount of at least €50,000 and integral multiples of €2,000 in excess of €50,000. 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $60,000,000 (subject to increase by up to an Officer additional aggregate principal amount of $10,000,000 in the event the Purchasers (as defined in the Purchase Agreement) exercise the right to purchase Additional Securities (as defined in the Purchase Agreement) pursuant to the Purchase Agreement) except as provided in Sections 2.6 and an Assistant Secretary, shall sign, or one 2.7. (b) An 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 Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. (c) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (d) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. . (e) The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers’ CertificateCompany (a “Company Order”). Additional Securities will be treated as Subject to Section 2.2(a), the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. (f) The Trustee shall act as the initial authenticating agent. The Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. . (g) The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs or an authenticating agent, as the certificate of authentication on the Security. The case may be, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver: (1) on the date hereof, Initial 2026 Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 600,000,000, (2) on the date hereof, Initial 2028 Securities for original issue in an aggregate principal amount of $400,000,000 and (3) if and when issued, Additional Securities of either series (which may be issued in either a registered or a private offering under the Securities Act), in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order signed by one Officer of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities of the applicable series to be authenticated and the date on which the issue of such Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities of either series under this Indenture subsequent to the Issue Date, provided that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code. In authenticating such Securities, the Trustee shall receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company and the Guarantors, respectively, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, as the case may be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities of either series outstanding at any time may not exceed the aggregate principal amount of Securities of such series authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities of either series that may be issued under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent reasonably agents acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantors or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftheir respective Affiliates.

Execution and Authentication. Two Officers, or an (a) An Officer and an Assistant Secretary, shall sign, or one Officer of the Issuer 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 Securities for the Issuer, and an Officer of the Company shall sign the notation in the Securities relating to the Company Guarantee. Each such signature may be by manual or facsimile signature. signature of such Officer. (b) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory a Trust Officer of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The . (d) On the Issue Date, the Trustee shall authenticate and deliver U.S.$300,000,000 aggregate principal amount of 7.000% Notes due March 16, 2047 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 specified in such order, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order Issuer signed by two Officers of the Company in the form of an Officers’ CertificateIssuer. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.12 after the Issue Date, shall certify that such issuance is in compliance with this Indenture and shall state (i) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture and (ii) the initial Interest Payment Date. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer The Trustee shall authenticate and an Assistant Secretary, shall sign, or make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $325,000,000 and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and any integral multiples of $1,000 in excess thereof, whether such Additional Securities are of the same or a different series than the Original Securities. One Officer of each Issuer 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 Securities for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one 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 Securities for each of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Issuers shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the date of this Indenture an aggregate principal amount of $150,000,000 500,000,000, upon a Company Order of the Issuers. The written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Issuers shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time is unlimited. Upon the written order of the Issuers, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of either Issuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Issuers, any Affiliate of the CompanyIssuers, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof. Interest shall be payable in the manner and at the times specified in the form of Securities attached hereto.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, or Additional Securities in an Officer aggregate principal amount to be determined at the time of issuance and specified therein; provided that the Issuers shall deliver to the Trustee an Officer’s Certificate and an Assistant SecretaryOpinion of Counsel addressing such matters as the Trustee may reasonably request. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Securities. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall sign, or one be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. 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 Securities for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to each Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on any certificate of authentication or a Security shall be conclusive evidence and the only evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee A Security shall authenticate be dated the date of its authentication. (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 300,000,000, (2) Additional Securities for original issue and (3) Exchange Securities for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon and in accordance with a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in delivered to the form of an Officers’ CertificateTrustee (the “Company Order”). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities, Additional Securities or Exchange Securities, and to whom or upon whose order the Securities are to be delivered. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent has In case the same rights Company or any Subsidiary Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities 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. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an (a) An Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. (b) If an Officer of the Company whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. . (d) The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case 360,000,000 upon receipt of a written order or orders of the Company in signed by an Officer of the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchaseCompany (a “Company Order”). Each such Officers’ Certificate Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities shall be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $360,000,000 except as provided in Section 2.7. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an An Officer and an Assistant Secretary, shall sign, or one Officer of the Issuer 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 Securities for the Issuer, and an Officer of the Company shall sign the notation in the Securities relating to the Company Guarantee. Each such signature may be by manual or facsimile signaturesignature of such Officer. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory a Trust Officer of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver U.S.$1,000,000,000 aggregate principal amount of 9.250% Notes due 2019 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 specified in such order, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order Issuer signed by two Officers of the Company in the form of an Officers’ CertificateIssuer. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.12 after the Issue Date, shall certify that such issuance is in compliance with this Indenture and shall state (i) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as set forth in the Appendix to this Indenture and (ii) the initial Interest Payment Date. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Upon a written order of the Company signed by an Officer of the Company, the Trustee shall authenticate Securities for original issue on the Issue Date in up to the aggregate principal amount of $150,000,000 upon a written order stated in paragraph 4 of the Company in the form of an Officers’ CertificateSecurities (being $200,000,000). In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the The aggregate principal amount of Securities to outstanding at any time may not exceed that amount except as provided in Section 2.07. The Securities shall be authenticated issuable only in registered form without coupons and the date on which the Securities are to be authenticatedonly in denominations of $1,000 or any integral multiple thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company or an Affiliate. Every Global Security authenticated and Affiliates delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY 18 29 OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. EVERY SECURITY DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS GLOBAL SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN LIMITED CIRCUMSTANCES. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS TO BE MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Owners of beneficial interests in a Global Security, as such, are not Holders under the Company. The Securities shall Indenture and will not be issuable only in registered form without coupons in denominations entitled to the rights of $1,000 and integral multiples thereofHolders under the Indenture.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers 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 Securities Security for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. Notwithstanding anything herein to the contrary, if any Security shall have been authenticated and delivered hereunder but never issued or sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee shall authenticate the Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 97,750,000 upon a written order of the Company in the form of an Officers’ ' Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an The Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ ' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $97,750,000, except as provided in Section 2.7; PROVIDED, that Securities in excess of $85,000,000 shall not be issued other than pursuant to the over-allotment option granted by the Company to the Underwriters as provided in the Underwriting Agreement, or pursuant to Section 2.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The , but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate the Original Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 85,000,000 and shall authenticate Series B Securities for original issue in the aggregate principal amount of up to $85,000,000, in each case upon a written order of the Company in the form of an Officers’ ' Certificate. In addition, ; provided that such Series B Securities shall be issuable only upon the Trustee shall authenticate Additional valid surrender for cancellation of Original Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of like aggregate principal amount in accordance with the Company in the form of an Registration Rights Agreement. The Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ ' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $85,000,000, except as provided in Section 2.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the CompanyCompany or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Issuers shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The , but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Securities the Original Notes for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 200,000,000 and shall authenticate Series B Notes for original issue in the aggregate principal amount of up to $200,000,000, in each case upon a written order of the Company Issuers in the form of an Officers’ ' Certificate. In addition, ; provided that such Series B Notes shall be issuable only upon the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt valid surrender for cancellation of Original Notes of a written order of like aggregate principal amount in accordance with the Company in the form of an Registration Rights Agreement. The Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ ' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $200,000,000, except as provided in Section 2.7. Upon the written order of the Issuers in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of either of the Issuers. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Issuers, any Affiliate of the CompanyIssuers or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs or an authenticating agent, as the certificate of authentication on the Security. The case may be, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver: (1) on the date hereof, Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 700,000,000 and (2) if and when issued, Additional Securities, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order signed by one Officer of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the issue of such Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities under this Indenture subsequent to the Issue Date, provided that a separate CUSIP will be used for any Additional Securities that are not “fungible” for U.S. federal income tax purposes with the Securities issued on the Issue Date. In authenticating such Securities, the Trustee shall receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company and the Guarantors, respectively, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, as the case may be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities outstanding at any time may not exceed the aggregate principal amount of Securities authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities that may be issued under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent reasonably agents acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantors or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftheir respective Affiliates.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An 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 Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Securities (including Additional Securities), upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Securities for original issue on to or upon the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in Company. The Trustee shall act as the form of an Officers’ Certificateinitial authenticating agent. In additionThereafter, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate or Subsidiary of the Company. The Securities shall be issuable only in fully registered form without coupons and only in denominations of $1,000 principal amount and integral multiples any multiple thereof. The Trustee shall not be required to authenticate such Securities if the issuance thereof will adversely affect the Trustee's own rights, duties, indemnities or immunities under the Securities or this Indenture.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers 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 Securities Security for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Issuers shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate or cause to be authenticated the Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 155,000,000 upon a written order of the Company Issuers in the form of an Officers’ ' Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an The Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ ' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $155,000,000, except as provided in Section 2.7. Upon the written order of the Issuers in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of either of the Issuers. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Issuers, any Affiliate of the CompanyIssuers, or any Subsidiaries of the Issuers. The Securities shall be issuable only in fully registered form form, without coupons coupons, in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities At any time and from time to time after the Issue Date to execution of this Indenture, the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case Trustee or an authenticating agent shall upon receipt of a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company authenticate and deliver Securities for original issue in the form aggregate principal amount specified in such order, provided that the Trustee shall be entitled to receive an Officer's Certificate and an Opinion of an Officers’ CertificateCounsel of the Company that it may reasonably request in connection with such authentication and delivery of Securities. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticatedauthenticated and in the case of an issuance of Securities pursuant to Section 2.13 after the date of execution of this Indenture, shall certify that such Issuance is in compliance with Section 4.03. The aggregate principal amount of Securities outstanding at any time may not exceed that amount except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An 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 Securities for the Company by manual or facsimile signature. The Company's seal or a facsimile thereof shall be affixed to or reproduced on the Securities and attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such reproduction of the seal or any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 55,000,000 (plus up to an additional $8,250,000 issuable upon a written order exercise of the Company option described in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case Purchase Agreement) upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers’ CertificateCompany (a "Company Order"). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $63,250,000, except as provided above and in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. Typographic and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of up to [$150,000,000 250,000,000] (plus up to an additional [$37,500,000] issued pursuant to the exercise of the over-allotment option described in Section 2(b) of that certain Purchase Agreement dated _______ ____ , 1997 between the Company and Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, Xxxx. Xxxxx & Sons Incorporated and Xxxxxx Xxxxxxx & Co. Incorporated) upon a written order or orders of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order signed by two Officers of the Company in the form of an Officers’ Certificate(a "Company Order"). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed [$250,000,000], except as provided above and in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an An Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for the Company by manual or facsimile signaturesignature and may be imprinted or otherwise reproduced. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee shall authenticate . (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 upon a written order of 150.0 million, (the Company in the form of an Officers’ Certificate. In addition"Original Securities"), the Trustee shall authenticate (2) any Additional Securities for original issue from time to time after the Issue Date to the extent otherwise permitted in such principal amounts as set forth in Section 2.15 and (including, without limitation, under Section 4.10 hereof)3) any Exchange Securities for issue only in exchange for a like principal amount of Initial Securities, in each case upon receipt of a written order of the Company in signed by two Officers of the form of an Officers’ CertificateCompany (a "Company Order"). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities or Exchange Securities. The aggregate principal amount of Initial Securities which may be authenticated and delivered under this Indenture is limited to $150.0 million. Additionally, the Company may from time to time, without notice to or consent of the Holders, issue such additional principal amounts of Additional Securities as may be issued and authenticated pursuant to clause (2) of this paragraph, and Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the same class pursuant to Section 2.6, Section 2.9, Section 2.10, Section 3.6, Section 9.5 and except for transactions similar to the Registered Exchange Offer. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights Company, pursuant to Article V, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto (if not otherwise a party to the Indenture) with the Company and Affiliates Trustee pursuant to Article V, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities 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. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person (if other than the Company) pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person (if other than the Company), at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, who shall have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the up to an aggregate principal amount of Ten Million dollars ($150,000,000 10,000,000) upon a written order of the Company in the form of an Officers’ Certificate. In addition, ' Certificate to a Trust Officer directing the Trustee shall to authenticate Additional the Securities from time to time after the Issue Date and certifying that all conditions precedent to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt issuance of a the Securities contained herein have been complied with. Upon the written order of the Company in the form of an Officers’ ' Certificate. Additional , the Trustee shall authenticate Securities will be treated as the same series in substitution of Securities as issued on the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes Issue Date to reflect any name change of waivers, amendments, redemption and offers to purchasethe Company. Each such Officers’ Certificate shall specify the The aggregate principal amount of Securities outstanding at any time may not exceed Ten Million dollars ($10,000,000) except as provided in Section 2.07 hereof. The Principal and interest on Book-Entry Securities shall be payable to be authenticated the Depository or its nominee, as the case may be, as the sole registered owner and the date sole holder of the Book-Entry Securities represented thereby. The Principal of and interest on which Securities in certificated form ("Physical Securities") shall be payable at the Securities are to be authenticatedoffice of the Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. If the Securities are to be issued in the form of one or more Global Securities, then the Company shall execute and integral multiples thereof.the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be in minimum denominations of $1,000, (ii) shall be registered in the name of the Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be delivered to the Trustee as custodian for such Depository or pursuant to such Depository's instructions, and (iv) shall bear the legend set forth in Exhibit B.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $115.0 million of 10% Senior Secured Notes due 2010 and, at any time from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs or an authenticating agent, as the certificate of authentication on the Security. The case may be, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver: (1) on the date hereof, Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 800,000,000, (2) if and when issued, Additional Securities (which may be issued in either a registered or a private offering under the Securities Act) and (3) Exchange Securities for issue only in an exchange offer pursuant to a Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities and in an equal principal amount, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order signed by one Officer of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the issue of such Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities under this Indenture subsequent to the Issue Date, provided that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code. In authenticating such Securities, the Trustee and the Securities Administrator shall receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company and the Guarantor, respectively, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantor, as the case may be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities outstanding at any time may not exceed the aggregate principal amount of Securities authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities that may be issued under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent reasonably agents acceptable to the Company to authenticate Securities. The Trustee hereby initially appoints the Securities Administrator as an authenticating agent, and both the Securities Administrator and the Company hereby accept such appointment. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantor or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftheir respective Affiliates.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs or an authenticating agent, as the certificate of authentication on the Security. The case may be, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver: (1) on the date hereof, Initial 2016 Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 350,000,000 and Initial 2023 Securities for original issue in an aggregate principal amount of $350,000,000, (2) if and when issued, Additional Securities of either series (which may be issued in either a registered or a private offering under the Securities Act) and (3) Exchange Securities of either series for issue only in an exchange offer pursuant to a Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of the same series and in an equal principal amount, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order signed by one Officer of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount and series of the Securities to be authenticated and the date on which the issue of such Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities of either series under this Indenture subsequent to the Issue Date, provided that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code. In authenticating such Securities, the Trustee and the Securities Administrator shall receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company and the Guarantor, respectively, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantor, as the case may be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities of either series outstanding at any time may not exceed the aggregate principal amount of Securities of that series authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities of either series that may be issued under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent reasonably agents acceptable to the Company to authenticate Securities. The Trustee hereby initially appoints the Securities Administrator as an authenticating agent, and both the Securities Administrator and the Company hereby accept such appointment. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantor or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftheir respective Affiliates.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers' Certificate for the authentication and delivery of such Securities, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. Such order shall specify the principal amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers 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 Securities Security for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The , but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. Notwithstanding anything herein to the contrary, if any Security shall have been authenticated and delivered hereunder but never issued or sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee shall authenticate the Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 172,500,000 upon a written order of the Company in the form of an Officers’ ' Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an The Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ ' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $172,500,000 except as provided in Section 2.7; provided, that Securities in excess of $150,000,000 shall not be issued other than upon exercise of the over-allotment option granted by the Company to the Initial Purchasers as provided in the Purchase Agreement, or pursuant to Section 2.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities At any time and from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt execution and delivery of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, includingthe Company may deliver Securities executed by the Company to the Trustee for authentication, without limitationtogether with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities as provided in this Indenture and not otherwise. The Trustee shall authenticate and make available for delivery upon a Company Order (i) Initial Notes for original issue on the date hereof in an aggregate principal amount of $175,000,000, (ii) subject to Section 4.03, Additional Notes in an aggregate principal amount of up to $100,000,000 and (iii) Exchange Notes for purposes issue only pursuant to a Registration Rights Agreement and for Initial Notes for a like principal amount of waivers, amendments, redemption and offers to purchaseInitial Notes exchanged pursuant thereto. Each such Officers’ Certificate Such Company Order shall specify the amount of the Securities to be authenticated and authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Notes, Additional Notes or Exchange Notes. The aggregate principal amount of Securities outstanding at any time may not exceed $275,000,000, except as provided in Section 2.06. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. 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 Securities for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Securities. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. Each Guarantor shall execute a Guarantee in the manner set forth in Section 12.07. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate (i) Series A Securities for original issue on the Issue Date in the aggregate principal amount not to exceed $100,000,000 and (ii) Series B Securities from time to time only in exchange for a like principal amount of $150,000,000 Series A Securities, in each case upon a written order of the Company in the form of an Officers’ ' Certificate. In additionThe Officers' Certificate shall specify the amount of Securities to be authenticated, the Trustee shall authenticate Additional series of Securities from and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time to time after the Issue Date to the extent otherwise permitted (includingmay not exceed $100,000,000, without limitation, under except as provided in Section 4.10 hereof), in each case upon 2.07. Upon receipt of a written order of the Company in the form of an Officers’ ' Certificate. Additional , the Trustee shall authenticate Securities will be treated as in substitution for Securities originally issued to reflect any name change of the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedCompany. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case 300,000,000 upon receipt of a written order of the Company in the form of an Officers’ ' Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such The Officers’ ' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $300,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. Series B Notes may be issued only in exchange for a like principal amount of Series A Notes pursuant to an Exchange Offer. The principal and interest on Book-Entry Securities shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Book-Entry Securities represented thereby. The principal and interest on Securities in certificated form shall be payable at the office of the Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof. If the Securities are to be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that shall represent and shall be in minimum denominations of $1,000.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one 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 Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $400,000,000 million of 10 1/4% Senior Notes due 2012 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company UCAR International to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on On the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In additionDate, the Trustee shall authenticate Additional Securities and deliver $75.0 million of 9% Series B Senior Subordinated Notes Due 2008 and, at any time and from time to time after thereafter, the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof)Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon receipt of a written order of the Company in signed by two Officers or by an Officer and either an Assistant Secretary or an Assistant Treasurer of the form of Company; provided that the Trustee shall be entitled to receive an Officers’ Certificate' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Securities. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of Securities to be authenticated and authenticated, the date on which the original issue of Securities are is to be authenticatedauthenticated and the aggregate principal amount of Securities then authorized and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The manual signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on On the Issue Date in the aggregate principal amount of $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In additionDate, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company signed by two Officers of the Company (a “Company Order”), the Trustee shall authenticate and deliver $84,650,000 of 3½% Convertible Senior Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall, upon receipt of a Company Order, authenticate and deliver Securities for original issue in an aggregate principal amount specified in such Company Order; provided that, in each case, the form of Trustee shall be entitled to receive an Officers’ CertificateCertificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Securities. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticatedauthenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with this Indenture, including Sections 4.03 and 4.10 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. (a) Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. The Company's corporate seal, if required, shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. (b) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature of the Trustee shall be conclusive evidence that the Security has been authenticated under this Indenture. . (d) The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 1,800,000 upon a written order of Company Order. Such Company Order, and any subsequent Company Order made with respect to the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (includingtime, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $1,800,000, except as provided in Section 2.07. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. . (f) The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 100 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or (a) At least one Officer of the Company shall sign and one Officer or an Assistant Secretary (each the Notes on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. . (b) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but Note no longer holds that office at the time the Trustee authenticates the SecurityNote, the Security Note shall nevertheless be valid. valid nevertheless. (c) A Security Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the SecurityNote. The signature shall be conclusive evidence that the Security Note has been authenticated under this Indenture. . (d) The Trustee shall authenticate Securities (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $500,000,000 and (ii) subject to the terms of $150,000,000 this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein, in each case, upon a written order of the Company in the form of an Officers’ CertificateCertificate (an “Authentication Order”). In additioneach case, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt receive an Officers’ Certificate and an Opinion of a written order Counsel of the Company that it may reasonably require in the form connection with such authentication of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchaseNotes. Each such Officers’ Certificate Authentication Order shall specify the amount of Securities Notes to be authenticated and the date on which the Securities Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. With respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, such Authentication Order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Company. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securitiesthe Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers(a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $330,000,000, or an Officer except as provided in Sections 2.8 and an Assistant Secretary, shall sign, or one 2.9. (b) An 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 Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. (c) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (d) A Security shall not be valid until an authorized signatory of the Trustee manually by manual or facsimile signature signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. . (e) The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case 330,000,000 upon receipt of a written order or orders of the Company in signed by an Officer of the form of an Officers’ CertificateCompany (a "Company Order"). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate The Company Order shall specify the principal amount of Securities to be authenticated authenticated, shall provide that all such Securities will, on an aggregate basis, be represented by a Restricted Global Security and an Unrestricted Global Security, and shall further specify the principal amount of Securities to be initially represented by the Restricted Global Security and the Unrestricted Global Security, respectively, and the date on which the each original issue of Securities are is to be authenticated. (f) The Trustee shall act as the initial authenticating agent. The Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. . (g) The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of each of the Issuers 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 Securities for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 [165,000,000], (2) Additional Securities for original issue and (3) Exchange Securities for issue only in an Exchange Offer, and only in exchange for Additional Securities of an equal principal amount, in each case upon a written order of the Company in the form Issuers signed by two Officers of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in Issuers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each of the form of an OfficersIssuers (the “Issuers’ CertificateOrder”). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such OfficersSuch Issuers’ Certificate Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedAdditional Securities or Exchange Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent has the same rights In case any Issuer, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which any Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuers’ Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Securityholders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, if applicable, the Security shall nevertheless be validvalid nevertheless. A If a Trustee has been appointed, a Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security, otherwise the signature of an Officer shall be sufficient. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its execution by an Officer unless there is a Trustee in which case it shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Company shall make available for delivery and if applicable, the Trustee shall authenticate authenticate: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 80,431,000 and (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount, in each case if Trustee has been appointed upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order signed by one Officer of the Company in (the form of an Officers’ Certificate“Company Order”). Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities or Additional Securities. The Trustee Trustee, if any, may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Initial Holder or the Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities surrendered for such exchange and of like principal amount; and the Trustee, if any, upon Company Order of the successor Person, and if there is no Trustee, the Company, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An 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 Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 shall, upon a written order of the Company signed by an Officer (an "AUTHENTICATION ORDER"), together with an Officers' Certificate and an Opinion of Counsel, authenticate Securities for original issue in the form aggregate principal amount stated in the Authentication Order. The Officers' Certificate and Opinion of an Officers’ Certificate. In addition, the Trustee Counsel shall authenticate Additional Securities from time to time after the Issue Date each state that all conditions precedent provided for or relating to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt issuance of a written order of the Company in the form of an Officers’ Certificate. Additional such Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedhave been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The Securities Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be issuable only in registered form without coupons in denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $1,000 and integral multiples thereofthis Indenture.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized 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 Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual or facsimile signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Upon a written order of the Company signed by one Officer of the Company, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $150,000,000 225,000,000 and such additional principal amount, if any, as shall be determined pursuant to the next sentence of this Section 2.02. Upon receipt by the Trustee of an Officer’s Certificate stating that the Underwriters have elected to purchase from the Company a specified principal amount of Additional Securities, not to exceed $33,750,000, pursuant to the Option, the Trustee shall authenticate and deliver such specified principal amount of Additional Securities to or upon a the written order of the Company signed as provided in the form of an Officers’ Certificateimmediately preceding sentence. In addition, Such Officer’s Certificate must be received by the Trustee shall authenticate not later than the proposed date for delivering of such Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ CertificateSecurities. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the The aggregate principal amount of Securities to be authenticated and the date on which the Securities are to be authenticatedoutstanding at any time may not exceed $225,000,000 except as provided in this Section 2.02. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities 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 so appointed has the same rights as an a Securities Agent to deal with the Company and Affiliates its Affiliates. If a written order of the CompanyCompany pursuant to this Section 2.02 has been, or simultaneously is, delivered, any instructions by the Company to the Trustee with respect to endorsement, delivery or redelivery of a Security issued in global form shall be in writing but need not comply with Section 11.04 hereof and need not be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers 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 Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Guarantor shall endorse all Securities issued by the Company under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date up to one hundred forty million dollars ($140,000,000) and shall authenticate Exchange Notes from time to time for issue only in the aggregate exchange for a like principal amount of $150,000,000 Securities, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, ' Certificate to a Trust Officer directing the Trustee to authenticate the Securities or the Exchange Notes, as the case may be, and certifying that all conditions precedent to the issuance of the Securities contained herein have been complied with; provided that Exchange Notes shall authenticate Additional be issuable only upon the valid surrender for cancellation of Securities from time to time after issued on the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a like aggregate principal amount in accordance with the Registration Rights Agreement. Upon the written order of the Company in the form of an Officers’ ' Certificate. Additional , the Trustee shall authenticate Securities will be treated as the same series in substitution of Securities as issued on the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes Issue Date to reflect any name change of waivers, amendments, redemption and offers to purchasethe Company. Each such Officers’ Certificate shall specify the The aggregate principal amount of Securities to be authenticated and the date on which the Securities are to be authenticatedoutstanding at any time may not exceed one hundred forty million dollars ($140,000,000), except as provided in Section 2.7 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to and at the expense of the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs or an authenticating agent, as the certificate of authentication on the Security. The case may be, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver: (1) on the date hereof, Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 50,485,000 and (2) if and when issued, Additional Securities, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order signed by one Officer of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the issue of such Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities under this Indenture subsequent to the Issue Date, provided that a separate CUSIP will be used for any Additional Securities that are not “fungible” for U.S. federal income tax purposes with the Securities issued on the Issue Date. In authenticating such Securities, the Trustee shall receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company and the Guarantors, respectively, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, as the case may be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities outstanding at any time may not exceed the aggregate principal amount of Securities authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities that may be issued under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent reasonably agents acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantors or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftheir respective Affiliates.

Execution and Authentication. 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 actionsaction) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Security or Guarantee, as the case may be, 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 Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of up to $150,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case [21,123,000] upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such The Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $[21,123,000], except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in fully registered form only, without coupons coupons, in denominations of $1,000 250 and integral multiples any multiple thereof.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company 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 Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security. The Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities (i) for original issue on the Initial Issue Date Date, Securities in the aggregate principal amount of $150,000,000 75,000,000 and (ii) any amount of additional Securities specified by the Company, in each case, upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order signed by one Officer of the Company in the form of an Officers’ CertificateCompany. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which of original issue thereof. The aggregate principal amount of Securities outstanding at any time may not exceed the aggregate principal amount of Securities are authorized for issuance by the Company pursuant to one or more written orders of the Company, except as provided in Section 2.08 hereof. Subject to the foregoing, the aggregate principal amount of Securities that may be authenticatedissued under this Indenture shall not be limited. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofits Affiliates.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or At least one Officer shall must 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 Securities Notes for the Company by manual manual, facsimile or facsimile electronic (in “.pdf” or “tif” format) signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but Note no longer holds that office at the time the Trustee authenticates the Securitya Note is authenticated, the Security shall Note will nevertheless be valid. A Security shall Note will not be valid until an authorized signatory authenticated by the manual, facsimile or electronic (in “.pdf” or “tif” format) signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall will be conclusive evidence that the Security Note has been authenticated under this Indenture. The Trustee shall shall, upon a written order of the Company signed by one Officer (an “Authentication Order”), authenticate Securities Notes for original issue on the Issue Date in the an aggregate principal amount not to exceed $167,400,000 (other than as provided in Section 2.07). Such Authentication Order shall specify the number, principal amount of $150,000,000 upon a written order Notes and registered Holder of each of the Company in Notes to be authenticated, whether the form of an Officers’ Certificate. In additionNotes are to be issued as Definitive Notes or Global Notes, delivery instructions and such other information as the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedreasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate SecuritiesNotes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. In connection with the payment of PIK Interest in respect of the Notes, the Company is entitled to, without the consent of the holders, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Notes (in each case, the “PIK Payment”). The Securities shall Company may issue additional Notes (“Additional Notes”) under the indenture from time to time, to the extent the incurrence of the relevant Indebtedness and Liens are permitted hereunder. The Trustee shall, upon the receipt of an Authentication Order, and an Opinion of Counsel and an Officers’ Certificate as to the due authorization and enforceability of the Additional Notes, the satisfaction of the conditions precedent to the issuance of the Additional Notes, and such other matters as the Trustee may reasonably require, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Notes, any PIK Notes and any Additional Notes subsequently issued hereunder will be issuable only in registered form without coupons in denominations of $1,000 treated as a single class for all purposes, including waivers, amendments, conversions and integral multiples thereofoffers to purchase. Unless the context requires otherwise, references to ‘‘Notes’’ for all purposes hereunder include any PIK Notes and any Additional Notes that are actually issued; provided that Additional Notes will not be issued with the same CUSIP, if any, as any other Notes unless such Additional Notes are fungible with such Notes for U.S. federal income tax purposes.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Authorized 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 Securities for the Company each Issuer by manual or facsimile signature. If an the Authorized Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery, initial Securities for original issue on the Issue Date in the an aggregate principal amount of $150,000,000 [__________], upon a written order of the Issuers signed by an Authorized Officer of each Issuer (the “Company Order”). Such Company Order shall specify whether the Securities will be in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Additional Definitive Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the Company in the form of an Officers’ Certificate. Additional Securities will be treated as the same series of Securities as the Initial or Global Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Securities. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Issuers or any Guarantor, pursuant to Section 9.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuers or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Section 9.2, as applicable, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other 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 Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.