Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 may appoint one or more authenticating agents reasonably acceptable to the 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 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee Each Security shall authenticate and make available for delivery upon a written order of the Issuer be signed by at least one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security 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 neverthelessnevertheless and the Company shall nevertheless be bound 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 in the aggregate principal amount of up to $175,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. 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 $175,000,000, 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. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiple thereof.

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order execute the Securities on behalf of the Issuer signed Company by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer by either manual or facsimile signature. If an Officer a Person whose signature is on a Security as an Officer no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 may appoint shall authenticate Series A Securities for original issue on the Issue Date in the aggregate principal amount not to exceed $250,000,000, upon receipt of an Officers' Certificate. In addition, on or prior to the date of consummation of the Registered Exchange Offer, the Trustee or an authenticating agent shall authenticate Series B Securities and, if required by the Registration Rights Agreement, Private Exchange Notes (as defined in the Registration Rights Agreement) to be issued at the time of consummation of the Registered Exchange Offer in the aggregate principal amount of up to $250,000,000 upon receipt of an Officers' Certificate. In addition, the Trustee shall authenticate Securities issued in one or more series (such Securities to be substantially in the form of Exhibit A-1 or Exhibit A-2 (and if in the form of Exhibit A-1, the same principal amount of Securities in the form of Exhibit A-2 in exchange therefor upon consummation of a registered exchange offer)) in an aggregate principal amount not to exceed $100,000,000 upon receipt of an Officers' Certificate. In each case, the Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and shall be signed by two Officers 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 principal amount of Securities outstanding at any time may not exceed $350,000,000 except as provided in Section 2.7. The Trustee may appoint an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless 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 the Trustee in any Registrardealings hereunder with the Company or with any 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 multiple thereof. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent Global Securities in registered form, Paying Agent substantially in the form set forth in Exhibit A-1 ("Global Securities"), deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Security may from time to time be increased or agent decreased by adjustments made on the records of the Trustee, as custodian for service the Depository, as hereinafter provided. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of notices and demandscertificated Securities in registered form set forth in Exhibit A-1 ("Offshore Physical Securities").

Execution and Authentication. The Trustee Two Officers, or an Officer and an Assistant Secretary, shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 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 Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security 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. 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 in the aggregate principal amount not to exceed $265,000,000 and (ii) Series B Securities from time to time only in exchange for a like principal amount of Series A Securities in accordance with the Registration Rights Agreement, in each case upon a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Securities to be authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $265,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate authenti- 27 -21- cate 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 Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer 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 which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 in the aggregate principal amount of up to $115,000,000 upon receipt of a written order or orders of the Company signed by two Officers of the Company (a "Company Order"). The Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $115,000,000 except as provided in Section 2.08. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 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 Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Two Officers shall sign the Securities for the Issuer Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Secu- rities and may be in facsimile form. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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. At any time and from time to time after the execution of this Indenture, the 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 33 EXHIBIT 4.1 issue in the aggregate principal amount specified in such order, provided that the Trustee shall be entitled to receive an Officer's Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication and delivery of Securities. 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 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 Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Issuer. Unless 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order One or more Officers of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for of each Series on behalf of the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid neverthelessvalid. 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. A Security shall be dated the date of its authentication. The Trustee shall, at any time, and from time to time, authenticate Securities of a Series for original issue up to the principal amount specified for such Series in the Annex to this Indenture applicable to such Series, upon receipt by the Trustee of an Issuer Order and an Opinion of Counsel. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series referred to in Section 2.02, except as provided in Section 2.08. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the 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 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Two Officers shall sign the Securities Security for the Issuer Company by manual or facsimile signature. The Company's seal may be, but is not required to be, impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound 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 the Securities for original issue in the aggregate principal amount of up to $115,000,000 upon a written order of the Company. The order shall specify (i) the amount of Securities to be authenticated and (ii) the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $115,000,000 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 one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries, and demandshas the same protections under the Indenture. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid neverthelessvalid. 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. Upon a written order of the Company signed by one Officer of the Company, the Trustee shall authenticate Securities for original issue in the aggregate principal amount of $400,000,000 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 Officers’ Certificate stating that the Company has elected to issue additional Securities pursuant to Section 2.18, the Trustee shall authenticate and deliver the principal amount of additional Securities specified in such Officer’s Certificate to or upon the written order of the Company signed as provided in the immediately preceding sentence. Such Officers’ Certificate must be received by the Trustee not later than the proposed date for delivery of such additional Securities. The aggregate principal amount of Securities outstanding at any time and which may be authenticated under this Indenture is unlimited. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 its Affiliates. If a written order of the Company pursuant to this Section 2.02 of the Indenture has been, or simultaneously is, delivered, any Registrarinstructions by the Company to the Trustee with respect to endorsement, Paying Agent delivery or agent for service redelivery of notices a Security previously issued in global form shall be in writing but need not be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and demandsonly in denominations of $1,000 principal amount and any positive integral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid 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 $500,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Additional Securities for original issue in an aggregate principal amount specified in a written order of the Issuer in the form of an Officer’s Certificate. The Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15, after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the 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 Unless otherwise provided in the Issuer. Unless 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 any Registrar, Paying an Agent or agent for service to deal with the Issuer and Affiliates of notices the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and demandsin integral multiples of $1,000 (the “Minimum Denominations Requirement”).

Execution and Authentication. The Trustee Securities shall authenticate and make available for delivery upon a written order be executed on behalf of the Issuer signed Company by one two Officers of the Company or an Officer (a) Original Securities for original issue on and an Assistant Secretary of the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 thereinCompany. Such order shall specify the amount of the Securities to signature may 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer by either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory 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 or an authenticating agent shall authenticate Securities for original issue in the aggregate principal amount of up to $350,000,000 upon a Company Request. The aggregate principal amount of Securities outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. Upon receipt of the Company Request, the Trustee shall authenticate an additional series of Securities in an aggregate principal amount not to exceed $350,000,000 for issuance in exchange for all Securities previously issued pursuant to an exchange offer registered under the Securities Act (a "Registered Exchange") or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Securities may have such distinctive series des- ignation and "CUSIP" numbers as and such changes in the form thereof as are specified in the Company Request referred to in the preceding sentence. Exchange Securities issued pursuant to a Registered Exchange shall not bear the Private Placement Legend. The Trustee may appoint one or more an authenticating agents reasonably acceptable to the Issuer agent 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 limited by the terms of such 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. The Securities shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One duly authorized Officer shall sign the Securities for the Issuer 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 no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly 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. Upon a Company Order, the Trustee shall authenticate Securities for original issue in the aggregate principal amount of $1,000,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $1,000,000,000, subject to the immediately succeeding paragraph and except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may not, with or without the consent of Holders of the Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future. Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any Registrarinstructions by the Company to the Trustee with respect to endorsement, Paying Agent delivery or agent for service redelivery of notices a Security that is a Global Security shall be in writing but need not comply with Section 15.03 and demandsneed not be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid 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 $700,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Additional Securities for original issue in an aggregate principal amount specified in a written order of the Issuer in the form of an Officer’s Certificate. The Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15, after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the 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 Unless otherwise provided in the Issuer. Unless 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 any Registrar, Paying an Agent or agent for service to deal with the Issuer and Affiliates of notices the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and demandsin integral multiples of $1,000 (the “Minimum Denominations Requirement”).

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Two Officers shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 in the aggregate principal amount of up to $____________ upon a written order or orders of the Company signed by two officers of the Company (a "Company Order"). The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $___________, except as provided above and in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 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 Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer shall attest to, the Securities Security for the Issuer 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 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 neverthelessnevertheless and the Company shall nevertheless be bound 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 in the aggregate principal amount of up to $23,000,000, upon a written order of the Company in the form of an Officers' Certificate. 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 $23,000,000, 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 one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Two Officers shall sign the Securities for the Issuer Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 in the aggregate principal amount of up to $115,000,000, plus an amount equal to (1) the aggregate Liquidation Preference of any shares of Series A Preferred Stock issued in satisfaction of any dividend obligation of the Company and (2) the aggregate Liquidation Preference that otherwise accretes to the Series A Preferred Stock (the "Authorized Principal Amount"), upon a written order or orders of the Company signed by two Officers or by an Officer and an Assistant Treasurer or Assistant Secretary of the Company. The order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed the Authorized Principal Amount, except as provided in Section 2.07. The Trustee's authentication of Securities pursuant to the next preceding paragraph shall be conditioned upon receipt of each of the following in form and substance satisfactory to the Trustee on or prior to the Exchange Date: A. An Officer's Certificate to the effect that: (1) All conditions required to be satisfied under the Certificate of Designation for an exchange of the outstanding Series A Preferred Stock for the Securities have been so satisfied on or prior to the Exchange Date; (2) The Indenture is duly qualified under the TIA; and (3) No Event of Default (as defined in Section 8.01 hereof) shall have occurred and be continuing. B. An Opinion of Counsel to the effect that: (1) The execution and delivery of the Indenture, the issuance of the Securities and the fulfillment of the terms herein and therein contemplated will not conflict with, or constitute a breach of or default under, the charter or by-laws of the Company, or any agreement, indenture, evidence or indebtedness, mortgage, deed or trust of other agreement or instrument known to such counsel to which the Company is a party or by which it is bound, or any law, administrative regulation, rule, judgment, order or decree known to such counsel to be applicable to the Company or any of its properties; (2) The Indenture has been duly authorized by the Company and, when executed and delivered by the Company, will be a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (3) All legally required proceedings by the Company in connection with the authorization and issuance of the Securities have been duly taken and all orders, consents or other authorizations or approvals of any public board or body legally required for the validity of the Securities have been obtained; (4) The Indenture is duly qualified under the TIA; and (5) Securities, when executed and authenticated in accordance with the terms of this Indenture and delivered in exchange for all of the outstanding Series A Preferred Stock, will be legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 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 Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One duly authorized Officer shall sign the Securities for the Issuer 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 no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame 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 Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Upon a written Company Request, the Trustee or an authentication agent shall authenticate Securities for original issue in the aggregate principal amount of $240,000,000 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 a Company Request stating that the Underwriters have elected to purchase from the Company a specified principal amount of Additional Securities, not to exceed $36,000,000, pursuant to the Option, the Trustee shall authenticate and deliver such specified principal amount of Additional Securities to or upon the written order of the Company signed as provided in the immediately preceding sentence. Such Company Request must be received by the Trustee not later than the proposed date for delivering such Additional Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $240,000,000 except as provided in this Section 2.02. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless 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 authenticating agent. An authenticating agent so appointed has the same rights as a Securities Agent in dealing with the Company and its Affiliates. If a Company Request pursuant to this Section 2.02 has been, or simultaneously is, delivered, any Registrarinstructions by the Company to the Trustee with respect to endorsement, Paying Agent delivery or agent for service redelivery of notices a Security issued in global form shall be in writing but need not comply with Section 11.04 hereof and demandsneed 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 multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 One or the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer more Officers shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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. A Security shall be dated the date of its authentication, unless otherwise provided by a resolution of the Board of Directors, a supplemental indenture or an Officers’ Certificate. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in a resolution of the Board of Directors, supplemental indenture or Officers’ Certificate, upon receipt by the Trustee of a Company Order. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the resolution of the Board of Directors, supplemental indenture or Officers’ Certificate delivered pursuant to Section 2.02, except as provided in Section 2.08. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Issuer. Unless 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer 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 which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 in the aggregate principal amount of up to $230,000,000 upon receipt of a written order or orders of the Company signed by an Officer o the Company (a "Company Order"). Each Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $230,000,000 except as provided in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 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 Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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. A Security shall be dated the date of its authentication. (1) Initial Securities for original issue on the Issue Date in an aggregate principal amount of $175.0 million, (2) any Additional Securities for original issue from time to time after the Issue Date in such principal amounts as set forth in Section 2.16 and (3) 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 signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the "Company Order"). 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 Initial Securities or Exchange Securities. The aggregate principal amount of Initial Securities which may be authenticated and delivered under this Indenture is limited to $175.0 million outstanding. 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 2.11, Section 5.8, Section 9.5 and except for transactions similar to the Registered Exchange Offer. All Securities issued on the Issue Date shall be identical in all respects other than issue dates, the date from which interest accrues and any changes relating thereto. Notwithstanding anything to the contrary contained in this Indenture, all notes issued under this Indenture shall vote and consent together on all matters as one class and no series of notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint one or more authenticating agents an agent (the "Authenticating Agent") reasonably acceptable to the Issuer 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 Issuer. Unless 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 Company or any Subsidiary Guarantor, 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 entirety to any Person, and the successor Person resulting from such agentconsolidation, 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 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, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. An authenticating agent has If Securities shall at any time be authenticated and delivered in 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 same rights as any Registraroption of the Holders but without expense to them, Paying Agent or agent shall provide for service the exchange of notices all Securities at the time outstanding for Securities authenticated and demandsdelivered in such new name.

Execution and Authentication. The Trustee Two Officers (each of whom shall authenticate and make available for delivery upon a written order have been duly authorized by all requisite partnership or corporate action, as the case may be) shall execute the Securities on behalf of each of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall be valid 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 in an aggregate principal amount at maturity not to exceed $500,000,000 upon receipt of the Officers' Certificates of each of the Issuers signed by two Officers of each of the Issuers 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 principal amount at maturity of Securities outstanding at any time may not exceed $500,000,000, except as provided in Section 2.8. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless 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 the Trustee in any Registrardealings hereunder with the Issuers or with any of the Issuers' Affiliates. The Securities shall be issuable in fully registered form only, Paying Agent or agent for service without coupons, in denominations of notices $1,000 principal amount at maturity and demandsany integral multiple thereof.

Execution and Authentication. The Trustee Securities shall authenticate and make available for delivery upon a written order be executed on behalf of the Issuer signed Corporation by its Chairman of the Board, its President or one Officer (a) Original Securities for original issue of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to may 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 actual or the Appendix, any issuance of Additional Securities after the Issue Date shall 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 the Securities for the Issuer by manual or facsimile signaturefacsimile. If an Officer officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. Such manual 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. Except as otherwise provided in Section 2.06, the Securities will be issued in global form only registered in the name of the Depository or its nominee. The Securities will not be issued in definitive form, except as otherwise provided in Section 2.06, and ownership of the Securities shall be maintained in book entry form by the Depository for the accounts of participating organizations of the Depository. The Trustee shall authenticate (i) Securities for original issue up to the aggregate principal amount stated in paragraph 5 of the Securities; and (ii) additional securities issued pursuant to this Indenture as interest on the Securities (not to exceed $_______) (the "Additional Securities"), in each case upon an Order of the Corporation. The aggregate principal amount of Securities outstanding at any time may not exceed the amount as stated in paragraph 5 of the Securities except as provided in Section 2.07. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer Corporation to authenticate the Securities. Any such appointment , which authenticating agent shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited compensated by the terms of such appointment, an Corporation. An authenticating agent may authenticate Securities whenever the Trustee may do so, other than the authentication of Securities issued upon original issue or pursuant to Section 2.07. Each Except as provided in the previous sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with the Corporation or agent for service of notices and demandsan Affiliate.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Two Officers shall sign the Securities for the Issuer by manual or facsimile signature. The Issuer's seal shall be reproduced on the Securities. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security 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. The Trustee shall authenticate Securities for original issue in the aggregate principal amount of $425,500,000 upon an Issuer Order; provided, however, that if the Issuer sells any Securities pursuant to the option in the Purchase Agreement, dated September 28, 1999, between the Issuer and the initial purchasers named therein, then the Trustee shall authenticate Securities for original issue in the aggregate principal amount of up to $468,050,000 upon an Issuer Order. The Issuer Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed the amount set forth in the previous sentence except as provided in Section 2.7. The Trustee's authentication of Securities pursuant to the next preceding paragraph shall be conditioned upon receipt of each of the following in form and substance reasonably satisfactory to the Trustee on or prior to the Closing Date: A. An Officer's Certificate to the effect that: (1) All conditions required to be satisfied under this Indenture for the issuance of the Securities have been so satisfied on or prior to the Closing Date; and (2) No Event of Default shall have occurred and be continuing. B. An Opinion of Counsel to the effect that: (1) The execution and delivery of the Indenture, the issuance of the Securities and the fulfillment of the terms herein and therein contemplated will not conflict with the charter or bylaws of the Issuer, or constitute a breach of or default under any material agreement, indenture, evidence of indebtedness, mortgage, deed of trust or other material agreement or instrument known to such counsel to which the Issuer is a party or by which it is bound, or any law, administrative regulation, rule, judgment, order or decree known to such counsel to be applicable to the Issuer or any of its properties; (2) The Indenture has been duly authorized by the Issuer, executed and delivered by the Issuer, and is a legal, valid and binding agree ment of the Issuer enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and similar laws affect ing the rights and remedies of creditors and obligations of debtors generally and by the effect of general principles of equity, whether applied by a court of law or equity; (3) All legally required proceedings by the Issuer in connection with the authorization and issuances of the Securities have been duly taken, and all orders, consents or other authorizations or approvals of any public board or body legally required for the validity of the Securities have been obtained; and (4) The Securities, when executed and authenticated in accordance with the terms of this Indenture and delivered upon payment therefor, will be legal, valid and binding obligations of the Issuer enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and similar laws affecting the rights and remedies of creditors and obligations of debtors generally and by the effect of general principles of equity, whether applied by a court of law or equity. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the 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 limited by the terms term 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 Issuer or an Affiliate of the Issuer. The Securities shall be issuable only in regis tered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid 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 €250,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Additional Securities for original issue in an aggregate principal amount specified in a written order of the Issuer in the form of an Officer’s Certificate. The Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.16, after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the 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 Unless otherwise provided in the Issuer. Unless 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 any Registrar, Paying an Agent or agent for service to deal with the Issuer and Affiliates of notices the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of €100,000 and demandsin integral multiples of €1,000 (the “Minimum Denominations Requirement”).

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign ----------------------------- the Securities for the Issuer Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities may be in facsimile form. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 (1) Initial Securities for original issue in an aggregate principal amount of $175,000,000, and (2) Exchange Securities for issue only in a Registered Exchange Offer, pursuant to the Exchange and Registration Rights Agreement, for Initial Securities for a like principal amount of Initial Securities exchanged pursuant thereto, in each case upon a written order of the Company signed by one Officer. 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 Initial Securities or Exchange Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000 except as provided in Section 2.07. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Issuer. Unless limited by the terms of such appointmentappoint ment, 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 in the aggregate principal amount of up to $300,000,000 (or up to $345,000,000 if the initial purchasers' option to purchase additional notes is exercised) upon receipt of a written order or orders of the Company signed by two Officers of the Company (a "Company Order"). The Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $300,000,000 (or up to $345,000,000 if the initial purchasers' option to purchase additional notes is exercised) except as provided in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 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 Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order Two Officers of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Company shall sign the Securities each Note for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security Note no longer holds that office at the time the Trustee authenticates the SecurityNote is authenticated, the Security Note shall nevertheless be valid. The Company's seal shall be valid neverthelessreproduced on each Note. Each Subsidiary Guarantor shall execute the Subsidiary Guarantee in the manner set forth in Section 11.06. A Security Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs Trustee, and the certificate of authentication on the Security. The Trustee's signature shall be conclusive evidence that the Security Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A-1. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 IssuerNotes. Unless 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 Agent to deal with the Company or any Registrarof its Affiliates. The Trustee shall authenticate (i) Series A Notes for original issue in the aggregate principal amount of $500,000,000 and (ii) Series B Notes from time to time for issue only in exchange for a like principal amount of Series A Notes, Paying Agent in each case upon receipt of a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed $500,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee shall not be required to authenticate or to cause an authenticating agent for service to authenticate any Notes if the issue of notices such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes or this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not be lawfully taken. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiple thereof.

Execution and Authentication. The Trustee Each Security shall authenticate and make available for delivery upon a written order of the Issuer be signed by at least one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security 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 neverthelessnevertheless and the Company shall nevertheless be bound 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 from time to time for original issue in the aggregate principal amount of up to $1,000,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $1,000,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Securities of a like aggregate principal amount. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The terms of such Securities shall be the same in all respects as the Initial Securities (or in all respects except for the payment of interest (i) scheduled and paid prior to the date of issuance of such Securities or (ii) payable on the first Interest Payment Date following such date of issuance). The Initial Securities and any additional Securities issued under the Indenture shall be treated as a single class for all purposes of the Indenture. The aggregate principal amount of Securities outstanding at any time may not exceed $1,000,000,000, 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. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries. Securities shall be issuable only in fully registered form, without coupons, in denominations of $1,000 and demandsany integral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One duly authorized Officer shall sign the Securities for the Issuer 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 no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly 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. Upon a Company Order, the Trustee shall authenticate Securities for original issue in the aggregate principal amount of $200,000,000 plus up to an additional $30,000,000 aggregate principal amount pursuant to the Initial Purchasers’ over-allotment option to purchase additional Securities, as provided in the Purchase Agreement. The aggregate principal amount of Securities outstanding at any time may not exceed $200,000,000 plus up to an additional $30,000,000 aggregate principal amount pursuant to the Initial Purchasers’ over-allotment option to purchase additional Securities, as provided in the Purchase Agreement, subject to the immediately succeeding paragraph and except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may, without the consent of Holders of the Securities, increase the aggregate principal amount of Securities outstanding by issuing additional Securities in the future with the same CUSIP number and on the same terms and conditions as the Securities initially issued hereunder, except for any difference in the issue price and interest accrued prior to the issue date of the additional Securities; provided that such additional Securities must be fungible with the Securities initially issued hereunder for U.S. federal income tax purposes. The Securities initially issued hereunder and any such additional Securities shall rank equally and ratably and shall be treated as a single series of debt securities for all purposes under this Indenture. Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any Registrarinstructions by the Company to the Trustee with respect to endorsement, Paying Agent delivery or agent for service redelivery of notices a Security that is a Global Security shall be in writing but need not comply with Section 13.03 and demandsneed 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 multiple thereof.

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer shall attest to, the Securities for the Issuer Company by manual or facsimile signature. The Securities may be in facsimile form. If an Officer whose signature is on a Security 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 neverthelessnevertheless and the Company shall nevertheless be bound 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 may appoint shall authenticate the Securities for original issue in the aggregate principal amount of up to $100 million upon receipt of one or more written orders of the Company in the form of an Officers’ Certificate. 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 $100 million, 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 agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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. Securities shall be issuable only in registered form without coupons in denominations of $100 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order Two Officers of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Company shall sign the Securities each Note for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security Note no longer holds that office at the time the Trustee authenticates the SecurityNote is authenticated, the Security Note shall nevertheless be valid. The Company's seal shall be valid neverthelessreproduced on each Note. Each Subsidiary Guarantor shall execute the Subsidiary Guarantee in the manner set forth in Section 11.06. A Security Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs Trustee, and the certificate of authentication on the Security. The Trustee's signature shall be conclusive evidence that the Security Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A-1. The Trustee may appoint one or more an authenticating agents reasonably agent ----------- acceptable to the Issuer 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 IssuerNotes. Unless 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 Agent to deal with the Company or any Registrarof its Affiliates. The Trustee shall authenticate (i) Series A Notes for original issue in the aggregate principal amount of $200,000,000 and (ii) Series B Notes from time to time for issue only in exchange for a like principal amount of Series A Notes, Paying Agent in each case upon receipt of a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated, the series and type of Notes and the date on which the Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed $200,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee shall not be required to authenticate or to cause an authenticating agent for service to authenticate any Notes if the issue of notices such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes or this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not be lawfully taken. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 in the aggregate Original Principal Amount of $175,000,000 (or up to $200,000,000 to the extent the Initial Purchasers exercise their over-allotment option) upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). The Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities will be represented by a Global Security and the date on which each original issue of Securities is to be authenticated. The initial aggregate Original Principal Amount of Securities outstanding at any time may not exceed $175,000,000 (or up to $200,000,000 to the extent the Initial Purchasers exercise their over-allotment option) except as provided in 0. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 Original Principal Amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed An Officer or an Assistant Secretary (who shall, in either case, have been duly authorized by one Officer (aall requisite corporate actions) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security 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. nevertheleSection 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 in the aggregate principal amount not to exceed Euro 85,000,000 and (ii) Series B Securities from time to time only in exchange for a like principal amount of Series A Securities in accordance with the Registration Rights Agreement, in each case upon a written order of the Company in the form of an Officer's Certificate. The Officer's Certificate shall specify the amount of Securities to be authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed Euro 85,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officer's Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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 of the Company. The Securities shall be issuable only in registered form without coupons in denominations of Euro 1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order execute the Securities on behalf of the Issuer signed Company by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer by either 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 a Person whose signature is on a Security as an Officer no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 Series C Securities for original issue in an aggregate principal amount at maturity not to exceed $45,000,000, upon receipt of an Officers' Certificate of the Company. In addition, on or prior to the date of the Registered Exchange Offer, the Trustee or an authenticating agent shall authenticate Exchange Notes (including any Private Exchange Notes (as defined in the Registration Rights Agreement) 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 at maturity of up to $45,000,000 upon receipt of an Officer's Certificate of the Company. In each case, the Officers' Certificate shall specify the amount of Securities to be authenticated, the names of the Persons in which such Securities shall be registered and the date on which such Securities are to be authenticated and shall be signed by two Officers directing the Trustee to authenticate such Securities and certifying that all conditions precedent to the issuance of such Securities contained herein have been complied with. The aggregate principal amount at maturity of Securities outstanding at any time may not exceed $45,000,000 except (x) as provided in Section 2.7 or (y) as required by Section 2.17 to give effect to an increase in the Interest Rate in an Equity Sale has not been consummated on or prior to May 15, 1997. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless 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 the Trustee in any Registrardealings hereunder with the Company or with any 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 multiple thereof. Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global securities in registered form, Paying Agent substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B ("Global Securities"). The aggregate principal amount of any Global Security may from time to time be increased or agent decreased by adjustments made on the records of the Trustee, as custodian for service the Depository, as hereinafter provided. Securities offered and sold in reliance on any exemption from registration under the Securities Act other than as described in the preceding paragraph shall be issued, and Securities offered and sold in reliance on Rule 144A may be issued, in the form of notices and demandscertificated Securities in registered form in substantially the form set forth in Exhibit A-1 (the "Physical Securities").

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order Two Officers of each of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Issuers shall sign the Securities for each of the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee may appoint shall authenticate (i) Initial Securities for original issue in the aggregate original Principal Amount at Maturity of up to $91,298,000 in one or more authenticating agents reasonably acceptable series, (ii) Private Exchange Securities from time to time only in exchange for a like Principal Amount at Maturity of Initial Global Securities as of the Issuer date of such exchange and (iii) Unrestricted Securities from time to authenticate time only (x) in exchange for a like Principal Amount at Maturity of Initial Securities as of the Securitiesdate of such exchange or (y) in an aggregate Principal Amount at Maturity as of the date of authentication of not more than the excess of $91,298,000 (reduced, if the Cash Interest Election is made, by the aggregate unaccreted portion of the Accreted Value of all Securities then outstanding which would have accreted if no Cash Interest Election had been made) over the sum of the aggregate Principal Amount at Maturity as of the date of authentication of (A) Initial Securities then outstanding, (B) Private Exchange Securities then outstanding and (C) Unrestricted Securities issued in accordance with clause (iii)(x), in each case upon a written order signed by an Officer of each of the Issuers. Any such appointment The order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. The order shall also provide instructions concerning registration, amounts for each Holder and delivery. The aggregate Principal Amount at Maturity of Securities outstanding at any time may not exceed $91,298,000 (reduced, if the Cash Interest Election is made, by the aggregate unaccreted portion of the Accreted Value of all Securities then outstanding which would have accreted if no Cash Interest Election had been made) except as provided in Section 2.07. The Securities shall be evidenced by an instrument signed by a Trust Officerissued only in registered form, a copy without coupons and only in denominations of which shall be furnished to the Issuer. Unless 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 $1,000 Principal Amount at Maturity and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Two Officers shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid neverthelessvalid. 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. Upon a written order of the Company signed by two Officers or by an Officer and an Assistant Treasurer of the Company, the Trustee shall authenticate Securities for original issue in the principal amount of $130,000,000 and such additional principal amounts, if any, as shall be determined pursuant to the next sentence of this Section 2.02. Upon receipt by the Trustee of an Officers' Certificate stating that the Initial Purchasers have elected to purchase from the Company a specified principal amount of additional Securities, not to exceed $20,000,000, pursuant to Section l of the Purchase Agreement dated May 21, 2002 by and among the Company, as issuer, and J.P. Morgan Securities Inc., Bear, Stearns & Co. Inc., First Union Xxxxxxxxxx, Inc., Lazard Freres & Xx. XXX and McDon- ald Investments Inc., as initial purchasers (the "Initial Purchasers"), the Trustee shall authenticate and deliver such specified principal amount of additional Securities to or upon the written order of the Company signed as provided in the immediately preceding sentence. Such Officers' Certificate must be received by the Trustee at least two full Business Days prior to the proposed date for delivery of such additional Securities, but, in any case, not later than June 20, 2002. The aggregate principal amount of Securities outstanding at any time may not exceed $150,000,000 except as provided in Section 2.07. Upon a written order of the Company signed by two Officers or by an Officer and an Assistant Treasurer of the Company, the Trustee shall authenticate Securities not bearing the Private Placement Legend to be issued to the transferee when sold pursuant to an effective registration statement under the Securities Act. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 the same rights as an Agent to deal with the Company or an Affiliate. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrarintegral multiple thereof. The Securities shall bear interest at the rate, Paying Agent or agent for service calculated and paid, as provided in the form of notices and demands.Security set forth in Exhibit A.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Two Officers shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 deliver Series A Securities for original issue in an aggregate principal amount of $200,000,000, upon 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. 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. Upon 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, the Trustee shall authenticate for original issue Series B Securities in an aggregate principal amount not to exceed $200,000,000; provided that such Series B Securities shall be issuable only upon the valid surrender for cancelation of Series A Securities of a like aggregate principal amount in accordance with the Exchange Offer or a private exchange pursuant to the Registration Rights Agreement. The aggregate principal amount of Securities outstanding at any time may not exceed $200,000,000 except as provided in Section 2.07. All Series A Securities and Series B Securities shall be treated as a single class of Securities for all purposes hereunder. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Issuer. Unless 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid 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 €325,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Additional Securities for original issue in an aggregate principal amount specified in a written order of the Issuer in the form of an Officer’s Certificate. The Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.16, after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the 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 Unless otherwise provided in the Issuer. Unless 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 any Registrar, Paying an Agent or agent for service to deal with the Issuer and Affiliates of notices the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of €100,000 and demandsin integral multiples of €1,000 (the “Minimum Denominations Requirement”).

Execution and Authentication. The Trustee Two Officers, or an Officer and a Secretary or an Assistant Secretary, shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer or a Secretary 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 Senior Notes for the Issuer Company by manual or facsimile signature. Each Subsidiary Guarantor shall execute a Subsidiary Guarantee in the manner set forth in Section 11.02. If an Officer whose signature is on a Security Senior Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySenior Note, the Security Senior Note shall be valid nevertheless. A Security Senior Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the SecuritySenior Note. The signature shall be conclusive evidence that the Security Senior Note has been authenticated under this Indenture. The Trustee shall authenticate Senior Notes for original issue 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. The Officers' Certificate shall specify the amount of Senior Notes to be authenticated and the date on which the Senior Notes are to be authenticated. The aggregate principal amount of Senior Notes outstanding at any time may not exceed $150,000,000, 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 Senior Notes in substitution of Senior Notes originally issued to reflect any name change of the Company. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 IssuerSenior Notes. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities Senior 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 of the Company. The Senior Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer shall attest to, the Securities Security for the Issuer Issuers by manual or facsimile signature. The Issuers' seals 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 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 neverthelessnevertheless and the Issuers shall nevertheless be bound 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 Initial Securities for original issue in the aggregate principal amount of up to $65,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $65,000,000, in each case upon a written order of the Issuers in the form of an Officers' Certificate provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount. 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 $65,000,000, 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 one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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 Issuers, any RegistrarAffiliate of the Issuers, Paying Agent or agent for service any Subsidiaries of notices the Issuers. Securities shall be issuable only in fully registered form, without coupons, in denominations of $1,000 and demandsintegral multiples thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid 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 $1,100,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Additional Securities for original issue in an aggregate principal amount specified in a written order of the Issuer in the form of an Officer’s Certificate. The Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15, after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the 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 Unless otherwise provided in the Issuer. Unless 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 any Registrar, Paying an Agent or agent for service to deal with the Issuer and Affiliates of notices the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and demandsin integral multiples of $1,000 (the “Minimum Denominations Requirement”).

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $115,000,000 aggregate principal amount, except as provided in Sections 2.06 and 2.07. (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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. . (d) A Security shall not be valid until an authorized signatory of the Trustee manually by manual 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 in the aggregate principal amount of up to $115,000,000 upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). The Company Order shall specify the amount of Securities to be authenticated, shall provide that all such securities will be represented by a Restricted Global Security and the date on which each original issue of Securities is to be authenticated. (f) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 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 Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Two Officers shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 aggregate Original Principal Amount of Initial Securities which may appoint one be authenticated and delivered under this Indenture is limited to $190,426,000 and the aggregate Original Principal Amount of Additional Securities is limited to $218,371,000, except in each case for Securities authenticated and delivered upon registration of transfer of, or more authenticating agents reasonably acceptable in exchange for, or in lieu of, other Securities pursuant to the Issuer to authenticate the SecuritiesSection 2.06. Any such appointment The Securities shall be evidenced by an instrument signed issued only in registered form without coupons and only in denominations of $1,000 Original Principal Amount and any integral multiple thereof. The Trustee shall initially authenticate and make available for delivery Initial Securities for original issue in the aggregate Original Principal Amount of up to $190,426,000 upon receipt of a Company Order without any further action. Each Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities be represented by a Trust OfficerGlobal Security and the date on which each original issue of Securities is to be authenticated. The Company may, a copy without the consent of which the Holders, issue Additional Securities with the same terms and with the same CUSIP number as the Initial Securities in an aggregate principal amount up to $218,371,000. The Trustee shall be furnished to the Issuer. Unless limited authenticate Additional Securities thereafter (so long as permitted by the terms of this Indenture) for original issue upon a Company Order in aggregate Original Principal Amount as specified in such appointmentCompany Order (except as provided in Section 2.06) up to an aggregate Original Principal Amount of $218,371,000. Such Additional Securities shall have identical terms to the Initial Securities except for issuance dates and with respect to interest accruing prior to their date of issuance or prior to the most recent Interest Payment Date, 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 and will constitute the same rights series as any Registrarthe Initial Securities for all purposes hereunder, Paying Agent or agent for service of notices including, without limitation, waiver, amendments, redemptions and demandsoffers to purchase.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 Two Officers 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 Company, or the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One one Officer shall sign 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 Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid nevertheless. valid. (b) 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. (c) The Trustee shall authenticate (i) Initial Securities for original issue in the aggregate principal amount not to exceed $150,000,000, and (ii) Exchange Securities from time to time 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. Each such written order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated, whether the Securities are to be Initial Securities or Exchange Securities and whether the Securities are to be issued as Physical Securities or Global Notes and such other information as the Trustee may reasonably request. The aggregate principal amount of Securities outstanding at any time may not exceed $150,000,000. (d) The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless 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 or an Affiliate. (e) The Securities shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Secu rities (except with respect to Global Securities) and may be in facsimile form. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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. (1) Initial Securities for original issue in an aggregate principal amount of $250,000,000 and (2) Exchange Securities for issue only in a Registered Exchange Offer, pursuant to the Exchange and Registration Rights Agreement, for Initial Securities for a like principal amount of Initial Securities exchanged pursuant thereto, in each case upon a written order of the Company signed by two Officers, by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company, or by an Officer. 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 Initial Securities or Exchange Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $250,000,000 except as provided in Section 2.07. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officeran authorized officer of the Trustee, a copy of which shall be promptly furnished to the IssuerCompany. Unless 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually or electronically 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 $550,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Additional Securities for original issue in an aggregate principal amount specified in a written order of the Issuer in the form of an Officer’s Certificate. The Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15, after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the 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 Unless otherwise provided in the Issuer. Unless 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 any Registrar, Paying an Agent or agent for service to deal with the Issuer and Affiliates of notices the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and demandsin integral multiples of $1,000 (the “Minimum Denominations Requirement”).

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order One Officer of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Company shall sign the Securities for on behalf of the Issuer 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 no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid 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 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 (i) for original issue on the Initial Issue Date, Series A Securities in the aggregate principal amount of $300,000,000, (ii) Series B Securities for original issue, pursuant to any Exchange Offer or Private Exchange, for a like principal amount of Series A Securities and (iii) any amount of additional Securities specified by the Company, in each case, upon a written order of the Company signed by one Officer of the Company. Such order shall specify (a) the amount of the Securities to be authenticated and the date of original issue thereof, and (b) whether the Securities are Series A Securities or Series B Securities. The aggregate principal amount of Securities of any series outstanding at any time may appoint not exceed the aggregate principal amount of Securities of such series 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 of any series that may be issued under this Indenture shall not be limited. The Trustee may appoint an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless 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, or an Affiliate of any Registrarof them. The Series A Securities and the Series B Securities shall be considered collectively to be a single class for all purposes of this Indenture, Paying Agent or agent for service of notices including, without limitation, waivers, amendments, redemptions and demandsoffers to purchase.

Execution and Authentication. The Trustee shall authenticate One Officer and make available for delivery upon a written order the Secretary or an Assistant Secretary of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Company shall sign the Securities for the Issuer Company by manual or facsimile signature. The Company's seal shall be reproduced on the Physical Securities. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid 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 shall authenticate (i) Series E Securities for original issue on the Issue Date in the aggregate amount of $75,000,000 (the "Original Securities"), (ii) Series E Securities for original issue after the Issue Date in such additional principal amounts, not to exceed $75,000,000 in the aggregate, as may appoint be set forth in an Officers' Certificate described as follows and (iii) Series F Securities from time to time for issue only in exchange for a like principal amount of Series E Securities, in each case upon receipt of a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Securities to be authenticated, the series, form and type of Securities, the date on which the Securities are to be authenticated and the date from which interest on such Securities shall accrue. The aggregate principal amount of Series E Securities which may be authenticated and delivered under this Indenture for original issue from time to time is limited to $150,000,000, and the aggregate principal amount of Series F Securities which may be authenticated and delivered under this Indenture for original issue from time to time is limited to $150,000,000. The aggregate principal amount of Securities outstanding at any one or more authenticating agents reasonably acceptable time may not exceed $150,000,000 except as provided in Section 2.08 hereof. The Series E Securities and the Series F Securities shall be considered collectively to be a single class for all purposes of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. As provided in the applicable Registration Rights Agreement and subject to the Issuer limitations set forth therein, at the option of the Holders, the Series E Securities shall be exchangeable for Series F Securities of like aggregate principal amount pursuant to an Exchange Offer. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Series E Securities executed by the Company and having the notations of Guarantees executed by the Subsidiary Guarantors to the Trustee for authentication, together with a request from the Company for the authentication and delivery of such Series E Securities, and the Trustee in accordance with such request shall authenticate and deliver such Series E Securities with the notations of Guarantees thereon as provided in this Indenture. Such request from the Company shall specify the principal amount of the Series E Securities to be authenticated and the date on which the original issue of Series E Securities is to be authenticated. In addition, on or prior to each Exchange Offer Consummation Date, the Company may deliver Series F Securities executed by the Company and having the notations of Guarantees executed by the Subsidiary Guarantors to the Trustee for authentication, together with a request from the Company for the authentication and delivery of such Series F Securities, and the Trustee in accordance with such request shall authenticate and deliver such Series F Securities with the notations of Guarantees thereon as provided in this Indenture. Such request from the Company shall specify the principal amount of the Series F Securities to be authenticated and the date on which the Series F Securities are to be exchanged for an equal principal amount of Series E Securities. In connection with the transfer of an entire Global Security to beneficial owners pursuant to this Section, the Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall upon a request from the Company authenticate and deliver, to each beneficial owner identified by DTC, in exchange for its beneficial interest in the Global Security, an equal aggregate principal amount of Physical Securities of authorized denominations. The Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities. Any such appointment shall be evidenced by The Trustee may appoint an instrument signed by a Trust Officer, a copy of which shall be furnished authenticating agent to the Issuerauthenticate Securities. Unless limited by the terms of such 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 or its Affiliates. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order An Officer of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities Company 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 integral multiples of $1,000 in excess of $2,000. One Officer each Subsidiary Guarantor shall sign the Securities for the Issuer Company and the Guarantees for the Subsidiary Guarantors by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 (i) Initial Securities for original issue on the Issue Date in an aggregate principal amount of $40,000,000, (ii) Initial Securities for original issue after the Issue Date in an aggregate principal amount not to exceed $50,000,000 which may be issued only in accordance with Section 4.3(a), and (iii) Exchange Securities from time to time for issue and authentication only in exchange for the cancellation of up to $90,000,000 of the Initial Securities and no more than $160,000,000 in exchange for the cancellation of the Series A/B Securities, in each case, upon a written order of the Company signed by an Officer of the Company. Such order shall specify the amount of the 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 $250,000,000 except as provided in Section 2.7. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer Company to authenticate the Securities. Any , upon the consent of the Company to such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuerappointment. Unless 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 An Officer 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 integral multiples of $1,000 in excess of $2,000. One Officer Company shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be 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 in the aggregate principal amount of up to $150,000,000 upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). Each Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities be represented by a Global Security and the date on which each original issue of Securities is to be authenticated. The Company may, without the consent of the Holders, issue Additional Securities with the same terms and with the same CUSIP number as the Initial Securities in an unlimited aggregate principal amount; provided, however that no such Additional Securities may be issued unless fungible with the Initial Securities for U.S. federal income tax purposes. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to shall 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 limited 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 aggregate principal amount as specified in such appointmentCompany Order (except as provided in Section 2.09). 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 acceptable to the Company to authenticate Securities. 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 any Registrar, Paying an Agent to deal with the Company or agent for service an Affiliate of notices and demandsthe Company.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 in the aggregate principal amount of up to $400,000,000 upon receipt of a written order or orders of the Company signed by two Officers of the Company (a "Company Order"). The Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000 except as provided in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 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 Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer 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 which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually or by facsimile 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 in the aggregate principal amount of up to $180,000,000 upon receipt of a written order or orders of the Company signed by two Officers of the Company (a "COMPANY ORDER"); provided that additional Securities may be issued pursuant to Section 2.16. Each Company Order shall specify the amount of Securities to be authenticated, shall provide that all Securities will be represented by a Global Security and the date on which each original issue of Securities is to be authenticated. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 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 Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order One Officer of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Company shall sign the Securities for on behalf of the Issuer 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 no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid 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 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 (a) for original issue on the Initial Issue Date, Series A Securities in the aggregate principal amount of $355,000,000, (b) Series B Securities for original issue, pursuant to any Exchange Offer or Private Exchange, for a like principal amount of Series A Securities and (c) subject to Section 3.08 hereof, any amount of Additional Securities specified by the Company, in each case, upon a written order of the Company signed by one Officer of the Company. Such order shall specify (i) the amount of the Securities to be authenticated and the date of original issue thereof, and (ii) whether the Securities are Series A Securities or Series B Securities. The aggregate principal amount of Securities of any series outstanding at any time may appoint not exceed the aggregate principal amount of Securities of such series authorized for issuance by the Company pursuant to one or more written orders of the Company, except as provided in Section 2.08 hereof. The Trustee may appoint an authenticating agents agent (the “Authenticating Agent”) reasonably acceptable to the Issuer 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 Issuer. Unless limited by the terms of such appointment, an authenticating agent 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 Authenticating Agent has the same rights as any Registraran Agent to deal with the Company, Paying Agent or agent an Affiliate of the Company. The Series A Securities and the Series B Securities shall be considered collectively to be a single class for service all purposes of notices this Indenture, including, without limitation, waivers, amendments, redemptions and demandsoffers to purchase.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer of each Issuer shall sign the Securities for each of the Issuer Issuers by manual or facsimile signaturesignature and may be imprinted or otherwise reproduced. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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. (1) Initial Securities for original issue on the Issue Date in an aggregate principal amount of $500 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 Issuers signed by two Officers of each Issuer or by one Officer and an Assistant Treasurer or Assistant Secretary of each Issuer (an "Issuer Order"). Such Issuer 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 Initial Securities or Exchange Securities. The aggregate principal amount of notes which may be authenticated and delivered under this Indenture is limited to $500 million outstanding, except for 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 22 15 2.10, Section 2.11, Section 3.6, Section 9.5 and except for transactions similar to the Registered Exchange Offer. The Trustee may appoint one or more authenticating agents an agent (the "Authenticating Agent") reasonably acceptable to the Issuer 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 Issuer. Unless 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 an Issuer, pursuant to Article V, or any Guarantor, pursuant to Article X, 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 entirety to any Person, and the same rights successor Person resulting from such consolidation, or surviving such merger, or into which an Issuer 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 Trustee pursuant to Article V or Article X, as the case may be, any Registrarof the Securities authenticated or delivered prior to such consolidation, Paying Agent merger, conveyance, transfer, lease or agent other disposition may, from time to time, at the request of the successor Person, be exchanged for service other Securities executed in the name of notices the successor Person with such changes in phraseology and demandsform 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 Issuer Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in 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 expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in such new name.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer 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. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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. (a) The Trustee shall authenticate and make available for delivery Securities for original issue in the aggregate principal amount of up to $125,000,000 ($25,000,000 of which includes Securities issued upon exercise in full of the Initial Purchasers’ option to purchase additional debentures provided for in the Purchase Agreement) upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). Each Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities shall be represented by a Restricted Global Security and the date on which each original issue of Securities is 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. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 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 Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee Securities shall authenticate and make available for delivery upon a written order be executed on behalf of the Issuer signed Company by one two Officers of the Company or an Officer (a) Original Securities for original issue on and an Assistant Secretary of the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 thereinCompany. Such order shall specify the amount of the Securities to signature may 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer by either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory 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 or an authenticating agent shall authenticate Securities from time to time and at any time for original issue in the aggregate principal amount of up to $350,000,000 upon a Company Request. The aggregate principal amount of Securities outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. Upon receipt of the Company Request, the Trustee shall authenticate an additional series of Securities in an aggregate principal amount not to exceed $350,000,000 for issuance in exchange for all Securities previously issued pursuant to an exchange offer registered under the Securities Act (a "Registered Exchange") or pursuant to an exchange not registered under the Securities Act (collectively, "Exchange Securities"). Exchange Securities may have such distinctive series designation and "CUSIP" numbers as and such changes in the form thereof as are specified in the Company Request referred to in the preceding sentence. Exchange Securities issued pursuant to a Registered Exchange shall not bear the Private Placement Legend. The Trustee may appoint one or more an authenticating agents reasonably acceptable to the Issuer agent 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 limited by the terms of such 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. The Securities shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any Registrarintegral multiple thereof; provided, Paying Agent or agent however, that Securities may be issued in denominations of less than -------- ------- $1,000 (but not less than $1.00) upon the initial exchange of the Senior Preferred Stock for service the Securities such that each holder of notices and demandsSenior Preferred Stock shall receive Securities in a principal amount equal to the full liquidation preference of the Senior Preferred Stock on the date of issuance of such Securities; provided, further, however, that Secondary Securities may be -------- ------- ------- issued in denominations of less than $1,000 (but not less than $1.00).

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer shall attest to, the Securities Security for the Issuer Company by manual or facsimile signature. The Company's seal, if any, 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 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 neverthelessnevertheless and the Company shall nevertheless be bound 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 Securities for original issue in the aggregate principal amount of up to $125,000,000 upon a written order of the Company in the form of an Officers' Certificate. 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 $125,000,000, 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 changes of the Company. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices its Subsidiaries. Securities shall be issuable only in fully registered form, without coupons, in denominations of $1,000 and demandsintegral multiples thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Two Officers shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory 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. 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 2.9, 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 Securities for original issue in the aggregate principal amount of up to $35,000,000 upon the execution of the Indenture and a written order or orders of the Company signed by two Officers or by an Officer and an Assistant Treasurer of the Company (a "Company Order"). The aggregate principal amount of the Securities outstanding at any time may not exceed that amount. The Trustee may appoint one or more an authenticating agents reasonably acceptable to the Issuer agent 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 limited by the terms of such 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 or an Affiliate. The Securities shall be issuable only in registered form without coupons. The Securities shall be issuable only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandswhole multiples thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order Two Officers of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Company shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 deliver (i) Initial Securities for original issue in an aggregate principal amount of $150,000,000, (ii) Registered Exchange Securities for issue only in a Registered Exchange Offer, pursuant to the Exchange and Registration Rights Agreement, for a like principal amount of Initial Securities exchanged pursuant thereto and (iii) Private Exchange Securities for issue only in a Private Exchange, pursuant to the Exchange and Registration Rights Agreement, for a like principal amount of Initial Securities exchanged pursuant thereto, in each case upon a written order of the Company signed by two Officers of the Company or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. 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 Initial Securities, Registered Exchange Securities or Private Exchange Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $150,000,000 except as provided in Section 2.07. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officeran authorized officer of the Trustee, a copy of which shall be furnished to the IssuerCompany. Unless 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer shall attest to, the Securities for the Issuer 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 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 neverthelessnevertheless and the Company shall nevertheless be bound 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 Initial Securities for original issue in the aggregate principal amount of $150,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $150,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount. 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 $150,000,000, 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 one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries. Securities shall be issuable only in fully registered form, without coupons, in denominations of $1,000 and demandsintegral multiples thereof.

Execution and Authentication. The Trustee (1) Two Officers shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer shall attest to, the Securities Security for the Issuer Company by manual or facsimile signature. . (2) If an Officer whose signature is on a Security 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. nevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. (3) 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. (4) The Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $150,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $150,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement or the exchange offer made as contemplated thereby. 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 $150,000,000, 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. (5) The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries. (6) Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiples thereof.

Execution and Authentication. The Trustee Two Officers, or an Officer and an Assistant Secretary, shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 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 Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security 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 neverthelessvalid. 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 in the aggregate principal amount of up to $123,380,000 upon receipt of a written order of the Company in the form of an Officers' Certificate. 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 $123,380,000, except as provided in Section 2.07 and except as provided in the last sentence of this paragraph. 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. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in the aggregate principal amount necessary to pay additional interest pursuant to the Registration Rights Agreement on each date on which it is necessary to pay such additional interest. Series B Notes may be issued only in exchange for a like principal amount of Series A Notes pursuant to an Exchange Offer. Subject to Section 2.13, 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. Except as otherwise provided in Section 4.3 of the Purchase Agreement and Section 2.13, the principal and interest on Securities in certificate form shall be payable at the office or agency of the Company maintained for such purpose in the Borough of Manhattan in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that at the option of the Company interest may be paid by check mailed to the addresses of the persons entitled thereto as such addresses shall appear with either the Registrar or Paying Agent. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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 of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any Registrarintegral multiple thereof. If the Securities are to be issued in the form of one or more Global Securities, Paying Agent then the Company shall execute and the Trustee shall authenticate and deliver one or agent more Global Securities that (i) shall represent and shall be in minimum denominations of $1,000 or in the approximate equivalent amount, (ii) shall be registered in the name of the Depository for service such Global Security or Securities or the nominee of notices such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions and demands.(iv) shall bear the legend set forth in Exhibit C.

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer shall attest to, the Securities Security for the Issuer Company by manual or facsimile signature. The Company's seal, if any, 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 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 neverthelessnevertheless and the Company shall nevertheless be bound 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 Securities for original issue in the aggregate principal amount of up to $120,000,000 upon a written order of the Company in the form of an Officers' Certificate. 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 $120,000,000, 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 changes of the Company. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices its Subsidiaries. Securities shall be issuable only in fully registered form, without coupons, in denominations of $1,000 and demandsintegral multiples thereof.

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer shall attest to, the Securities Security for the Issuer Company by manual or facsimile signature. The Company's seal may be, but is not required to be, impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound 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 the Securities for original issue in the aggregate principal amount of up to $115,000,000 upon a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify (i) the amount of Securities to be authenticated and (ii) the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $115,000,000 except as provided in Section 2.7; provided, however, that Securities in excess of $100,000,000 shall not be issued other than pursuant to the over-allotment option granted by the Company to the Initial Purchasers as provided in the Purchase Agreement. 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 one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries, and demandshas the same protections under the Indenture. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer shall attest to, the Securities Security for the Issuer Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security 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 neverthelessnevertheless and the Company shall nevertheless be bound 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 the Securities for original issue in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. 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 $200,000,000, except as provided in Section 2.7; PROVIDED, that Securities in excess of $175,000,000 shall not be issued other than pursuant to the over-allotment option granted by the Company to the Initial Purchasers as provided in the Purchase Agreement. 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 one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 in the aggregate Original Principal Amount of $175,000,000 (or up to $200,000,000 to the extent the Initial Purchasers exercise their over-allotment option) upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). The Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities will be represented by a Global Security and the date on which each original issue of Securities is to be authenticated. The initial aggregate Original Principal Amount of Securities outstanding at any time may not exceed $175,000,000 (or up to $200,000,000 to the extent the Initial Purchasers exercise their over-allotment option) except as provided in Section 2.07. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 Original Principal Amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid neverthelessvalid. 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. Upon a written order of the Company signed by one Officer of the Company, the Trustee shall authenticate Securities for original issue in the aggregate principal amount of $360,000,000 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 Officers’ Certificate and an Opinion of Counsel stating that the Company has elected to issue additional Securities pursuant to Section 2.18, the Trustee shall authenticate and deliver the principal amount of additional Securities specified in such Officer’s Certificate to or upon the written order of the Company signed as provided in the immediately preceding sentence. Such Officers’ Certificate must be received by the Trustee not later than the proposed date for delivery of such additional Securities. The aggregate principal amount of Securities outstanding at any time and which may be authenticated under this Indenture is unlimited. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 its Affiliates. The Securities shall be issuable only in registered form without interest coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandspositive integral multiple thereof.

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer shall attest to, the Securities Security for the Issuer 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 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 neverthelessnevertheless and the Company shall nevertheless be bound 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 the Securities for original issue in the aggregate principal amount of up to $230,000,000 upon a written order of the Company in the form of an Officers' Certificate. 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 $230,000,000, except as provided in Section 2.7; provided, that Securities in excess of $200,000,000 shall not be issued other than pursuant to the over-allotment option granted by the Company to the Initial Purchasers as provided in the Purchase Agreement. 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 one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 (1) Initial Notes for original issue in an aggregate principal amount of $200.0 million, and (2) Exchange Notes for issue only in a Registered Exchange Offer, pursuant to the Registration Rights Agreement, for Initial Notes for a like principal amount of Initial Notes exchanged pursuant thereto, in each case upon a written order of the Company signed by one Officer. 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 Initial Notes or Exchange Notes. The aggregate principal amount of Securities outstanding at any time may not exceed $200.0 million. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument in writing signed by a Trust Officer, a copy of which instrument shall be promptly furnished to the IssuerCompany. Unless 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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. On the Issue Date, the Trustee shall authenticate and deliver $150.0 million of the Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case, upon 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. 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, 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 aggregate principal amount of Securities outstanding at any time may not exceed $300.0 million except as provided in Section 2.07. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Issuer. Unless 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 and deliver: (i) Initial Securities for original issue in an aggregate principal amount of $152,000,000 (ii) if and when issued, the Additional Securities (which may be in the form of Initial Securities or in the form of Exchange Securities) and (iii) Exchange Securities for issue only in a registered 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 signed by one Officer of the Company (an “Authentication Order”). Such Authentication 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 Initial Securities, Additional Securities or Exchange Securities. The Company may issue Additional Securities under this Indenture subsequent to the Issue Date in an unlimited principal amount, provided that such issuance does not violate any provision of this Indenture. The Trustee may appoint one or more authenticating agents an agent (the “Authenticating Agent”) reasonably acceptable to the Issuer 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 Issuer. Unless 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order Two Officers of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Company shall sign the Securities for on behalf of the Issuer Company, and one Officer of each Guarantor shall sign the notation on the Securities relating to the Guarantee of such Guarantor on behalf of such Guarantor, in each case by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer of the Company or any Guarantor whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the SecuritySecurity and the Guarantee. The signature These signatures shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Security shall be dated the date of its authentication. The Trustee shall authenticate (i) the Series A Notes for original issue up to the aggregate principal amount of $135,000,000 and (ii) the Series B Notes from time to time for issue only in exchange for a like principal amount of Series A Notes, in each case, upon a written order of the Company signed by two Officers of the Company, which written order shall specify (x) the amount of Securities to be authenticated, (y) whether the Securities are Series A Notes or Series B Notes and (z) the amount of Securities to be issued in global form or definitive form. Subject to Section 2.7, the aggregate principal amount of Securities outstanding at any time may not exceed $135,000,000. Each Security authenticated for original issuance shall bear the Restricted Legend. The Trustee may appoint one or more an authenticating agents reasonably acceptable to the Issuer agent 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 limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so, except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentagent and each reference to authentication of the Securities includes authentication of the Guarantee. An authenticating agent has the same rights as an Agent to deal with the Company or its Affiliates. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid 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 $350,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Additional Securities for original issue in an aggregate principal amount specified in a written order of the Issuer in the form of an Officer’s Certificate. The Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15, after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the 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 Unless otherwise provided in the Issuer. Unless 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 Issuer and Affiliates of the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any Registrar, Paying Agent or agent for service greater integral multiple of notices and demands$1,000.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Two Officers shall sign the Securities Security for the Issuer Company by manual or facsimile signature. The Company's seal may be, but is not required to be, impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound 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 Such signature shall be conclusive evidence evidence, and the only evidence, that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate the Securities for original issue in the aggregate principal amount of up to $100,000,000 upon a written order of the Company. The order shall specify (i) the amount of Securities to be authenticated and (ii) the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $100,000,000 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 one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries, and demandshas the same protections under the Indenture. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid 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 $200,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Securities for original issue in an aggregate principal amount specified in a written order of the Issuer in the form of an Officers’ Certificate. The Officers’ Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15 after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. Upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the 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 Unless otherwise provided in the Issuer. Unless 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 Issuer and Affiliates of the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any Registrar, Paying Agent or agent for service greater integral multiple of notices and demands$1,000.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one An Officer (awho shall, in case, not being a managing director, have been duly authorized by all requisite corporate actions) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security 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. 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 in an aggregate principal amount not to exceed Euro 275,000,000 and (ii) Series B Securities from time to time only in exchange for a like principal amount of Series A Securities in accordance with the Registration Rights Agreement, in each case upon a written order of the Company in the form of an Officer's Certificate. The Officer's Certificate shall specify the amount of Securities to be authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed Euro 275,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officer's Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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 of the Company. The Securities shall be issuable only in registered form without coupons in denominations of Euro 1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one An Officer (awho shall, in case, not being a managing director, have been duly authorized by all requisite corporate actions) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security 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. 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 in an aggregate principal amount not to exceed Euro 225,000,000 and (ii) Series B Securities from time to time only in exchange for a like principal amount of Series A Securities in accordance with the Registration Rights Agreement, in each case upon a written order of the Company in the form of an Officer's Certificate. The Officer's Certificate shall specify the amount of Securities to be authenticated, the series of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed Euro 225,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officer's Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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 of the Company. The Securities shall be issuable only in registered form without coupons in denominations of Euro 1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One duly authorized Officer shall sign the Securities for the Issuer 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 no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly 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. Upon a Company Order, the Trustee shall authenticate Securities for original issue in the aggregate principal amount of $500,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $500,000,000, subject to the immediately succeeding paragraph and except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to Section 2.07. The Company may not, with or without the consent of Holders of the Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future. Upon a Company Order, the Trustee shall authenticate Securities, including Securities not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any Registrarinstructions by the Company to the Trustee with respect to endorsement, Paying Agent delivery or agent for service redelivery of notices a Security that is a Global Security shall be in writing but need not comply with Section 13.03 and demandsneed not be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any integral multiple of $1,000 in excess thereof.

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order execute the Securities on behalf of the Issuer signed Company by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer by either manual or facsimile signature. The Company's seal, if any, may be impressed, affixed, imprinted or reproduced on the Securities. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall be valid 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 Initial Securities for original issue in an aggregate principal amount not to exceed $175,000,000 upon receipt of an Officers' Certificate signed by two Officers of the Company directing the Trustee to authenticate the Initial Securities and certifying that all conditions precedent to the issuance of the Initial Securities contained herein have been complied with. Upon a written order of the Company signed by two Officers, the Trustee shall authenticate the Exchange Securities in an aggregate principal amount not to exceed $175,000,000 for issuance in exchange for Initial Securities previously issued pursuant to an exchange offer registered under the Securities Act. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000 except as provided in Section 2.07. With the prior written approval of the Company, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless 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 the Trustee in any Registrar, Paying Agent dealings hereunder with the Company or agent for service with any of notices and demandsthe Company's Affiliates.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 in the aggregate principal amount of up to $600,000,000 upon receipt of a written order or orders of the Company signed by two Officers of the Company (a "Company Order"). The Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $600,000,000 except as provided in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 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 Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 (1) Initial Securities for original issue in an aggregate deemed original issue price of $70,750,706 (which represents 101% of Accreted Value of Old Senior Subordinated Notes exchanged in the Exchange Offer) and which will represent an initial principal amount and interest accrued thereon but not paid in cash pursuant to the definition of Accreted Value as of the Scheduled Maturity Date of the Securities of approximately $129,115,891 and (2) Exchange Securities for issue only in a Registered Exchange Offer, pursuant to the Exchange and Registration Rights Agreement, for Initial Securities for a like deemed issue price and principal amount of Initial Securities exchanged pursuant thereto, in each case upon a written order of the Company signed by one Officer. 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 Initial Securities or Exchange Securities. The aggregate deemed original issue price and aggregate principal amount as of the Scheduled Maturity Date of the Securities outstanding at any time may not exceed $70,750,706 and approximately $129,115,891, respectively, except as provided in Section 2.7. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument in writing signed by a Trust Officer, a copy of which instrument shall be promptly furnished to the IssuerCompany. Unless 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 any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. The Trustee Two Officers shall authenticate and make available for delivery upon a written order execute the Securities on behalf of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose manual or facsimile signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security nevertheless shall be valid neverthelessvalid. 25 A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature Such signa- ture shall be conclusive evidence that the Security has been authenticated under un- der this Indenture. The Trustee shall authenticate Securities for original issue in an aggregate principal amount not to exceed $200,000,000 upon receipt of a Company Order. The Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of the Securities is to be authenti- cated. The aggregate principal amount of Securities outstanding at any time may not exceed $200,000,000 except as provided in Section 2.10. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless 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 the Trustee in any Registrardealings hereunder with the Company or with any of the Company's Affiliates. Section 2.02. Form, Paying Agent Denomination and Date of Securities; Payments of Interest. The Securities and the Trustee's certificates of authentication shall be sub- stantially in the form of Exhibit A hereto; provided that Exchange Securities (i) shall contain the alternative paragraph under paragraph 8 appearing on the reverse of the Securities in the form of Exhibit A hereto and (ii) shall not contain terms with respect to transfer restrictions. The Securities shall be issuable in denominations provided for in the form of Security attached hereto as Exhibit A. The Securities shall be numbered, lettered, or agent for service otherwise distin- guished in such manner or in accordance with such plans as the Officers of notices the Company executing the same may determine with the approval of the Trustee. Any of the Securities may be issued with appropriate insertions, omissions, substitutions and demands.variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Indenture, as may be required to comply with any law or with any rules or reg- ulations pursuant thereto, including those required by Section 2.03, or with the rules of any securities market in which the Securities are admitted to trading, or to conform to general usage. Each Security shall be dated the date of its authentication, shall bear in- terest from the applicable date and shall be payable on the dates specified on the face of the form of Security attached hereto as Exhibit A. 26

Execution and Authentication. The Trustee Two Officers, or an Officer and an Assistant Secretary, shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 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 Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security 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. 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 in the aggregate principal amount not to exceed $200,000,000 and (ii) Series B Securities from time to time only in exchange for a like principal amount of Series A Securities, in each case upon a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Securities to be authenticated, the series of Securities 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 2.07. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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 of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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. (1) Original Securities for original issue on the Issue Date in an aggregate principal amount of $200.0 million, (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, and (3) additional series of notes which may be offered subsequent to the Issue Date (the "Subsequent Series Securities") in an aggregate principal amount not to exceed $100,000,000, and, if applicable, the related exchange of Initial Securities for Exchange Securities, in each case upon 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 (the "Company Order"). 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 Initial Securities or Exchange Securities. The aggregate principal amount of notes which may be authenticated and delivered under this Indenture is limited to $300.0 million outstanding, except for Securities authenticated and 32 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 2.11, Section 5.8, Section 9.5 and except for transactions similar to the Registered Exchange Offer. No Subsequent Series Securities may be authenticated and delivered in an aggregate principal amount of less than $25,000,000. All Securities issued on the Issue Date and all Subsequent Series Securities shall be identical in all respects other than issue dates, the date from which interest accrues and any changes relating thereto. Notwithstanding anything to the contrary contained in this Indenture, all notes issued under this Indenture shall vote and consent together on all matters as one class and no series of notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint one or more authenticating agents an agent (the "Authenticating Agent") reasonably acceptable to the Issuer 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 Issuer. Unless 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 Company or any Subsidiary Guarantor, 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 entirety to any Person, and the successor Person resulting from such agentconsolidation, 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 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, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. An authenticating agent has If Securities shall at any time be authenticated and delivered in 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 same rights as any Registraroption of the Holders but without expense to them, Paying Agent or agent shall provide for service the exchange of notices all Securities at the time outstanding for Securities authenticated and demandsdelivered in such new name.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One duly authorized Officer shall sign the Securities for the Issuer 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 no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. 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. Upon a Company Order, the Trustee shall authenticate Securities for original issue in the aggregate principal amount of $75,000,000. The aggregate principal amount of Securities outstanding at any time may not exceed $75,000,000. Upon a Company Order, the Trustee shall authenticate Securities not bearing the Private Placement Legend to be issued to the transferee when sold pursuant to an effective registration statement under the Securities Act as set forth in Section 2.16(B). The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 has the same rights as a Security Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, any Registrarinstructions by the Company to the Trustee with respect to endorsement, Paying Agent delivery or agent for service redelivery of notices a Security issued in global form shall be in writing but need not comply with Section 11.04 hereof and demandsneed 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 multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 An authorized Officer 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 integral multiples of $1,000 in excess of $2,000. One Officer Company shall sign the Securities each Note for the Issuer Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Security Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecurityNote, the Security Note shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Notes and this Indenture. A Security Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Note but such signature shall be conclusive evidence that the Security Note has been authenticated under pursuant to the terms of this Indenture. (b) The Trustee shall authenticate the Notes for original issue in the aggregate principal amount of up to U.S.$86,250,000 upon a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed U.S.$ 86,250,000, except as otherwise provided herein. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. (c) The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 IssuerNotes. Unless limited by otherwise provided in 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 authenticating agent. An authenticating agent has the same rights as any Registrar, Paying an Agent to deal with the Company or agent for service of notices and demandsits Subsidiaries.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall must sign the Securities for the Issuer Company by manual manual, facsimile or facsimile .pdf signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall will nevertheless be valid neverthelessvalid. A Security shall will 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 will be conclusive evidence that the Security has been authenticated under this Indenture. A Security shall be dated the date of its authentication. The Trustee shall, upon receipt of a Company Order, authenticate Securities for original issue under this Indenture. 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 one or more Company Orders, except as provided in Section 2.07 hereof. The Trustee shall not be required to authenticate such Securities if the issue thereof will adversely 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 generality of the foregoing, the Trustee will not be required to authenticate Securities denominated in any currency other than U.S. dollars if the Trustee reasonably believes that it would be unable to perform its duties with respect to the such Securities. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 any Registraran Agent to deal with Holders, Paying Agent the Company or agent for service an Affiliate of notices and demandsthe Company.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed An Officer or an Assistant Secretary (who shall, in either case, have been duly authorized by one Officer (aall requisite corporate actions) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security 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. 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 in the aggregate principal amount not to exceed $200,000,000 and (ii) Series B Securities from time to time only in exchange for a like principal amount of Series A Securities in accordance with the Registration Rights Agreement, in each case upon a written order of the Company in the form of an Officer's Certificate. The Officer's Certificate shall specify the amount of Securities to be authenticated, the series of Securities 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 2.07. Upon receipt of a written order of the Company in the form of an Officer's Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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 of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid 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 $350,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Securities for original issue in an aggregate principal amount specified in a written order of the Issuer in the form of an Officer’s Certificate. The Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15 after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the 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 Unless otherwise provided in the Issuer. Unless 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 Issuer and Affiliates of the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any Registrar, Paying Agent or agent for service greater integral multiple of notices and demands$1,000.

Execution and Authentication. The Trustee Two Officers, or an Officer and an Assistant Secretary, shall authenticate and make available for delivery upon a written order of the Issuer signed by sign, or one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 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 Issuer Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Security 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 neverthelessvalid. 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 in the aggregate principal amount at maturity of up to $277,000,000 upon receipt of a written order of the Company in the form of an Officers' Certificate. 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 at maturity of Securities outstanding at any time may not exceed $277,000,000 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. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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 of the Company. The Securities shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 (a) Initial Securities for original issue in the aggregate principal amount of up to $200,000,000 and (b) Additional Securities for original issue in the aggregate principal amount of up to $50,000,000, each upon receipt of a written order or orders of the Issuer signed by any Officer of the Issuer (an “Issuer Order”). The Issuer Order shall specify the amount of Securities to be authenticated and the date on which each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $250,000,000 except as provided in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the 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 limited by the terms of such 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 Issuer or an Affiliate of the Issuer. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 in the aggregate principal amount of up to $250.0 million (plus up to an additional $50.0 million in aggregate principal amount issuable upon the exercise of the option described in the Purchase Agreement) upon receipt of a written order or orders of the Company signed by an Officer of the Company (a "Company Order"). The Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which each original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $300.0 million except as provided in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 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 Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Two Officers shall sign the Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory 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 up to the aggregate principal amount of $15,000,000, and such additional principal amount, if any, as shall be determined pursuant to the next sentence of this Section 2.02, upon the execution of the Indenture and receipt of a written order or orders of the Company signed by two Officers or by an Officer and an Assistant Treasurer of the Company. Upon receipt by the Trustee of an Officers' Certificate stating that the Company has elected to accept for exchange existing securities in excess of $15,000,000 and issue securities in exchange therefor, a specified aggregate principal amount of additional Securities, not to exceed $15,177,000 the Trustee shall authenticate and deliver such specified aggregate principal amount of additional Securities to or upon the written order of the Company signed as provided in the immediately preceding sentence. Such Officers' Certificate may be received by the Trustee at least two full Business Days prior to the proposed date for delivery of such additional Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $30,177,000 except as provided in Section 2.08. The Trustee may appoint one or more an authenticating agents reasonably acceptable to the Issuer agent 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 limited by the terms of such 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 or an Affiliate. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available Securities for delivery original issue in the aggregate principal amount of up to $75,000,000, upon a written order of the Issuer Company signed by one two Officers or by an Officer (a) Original and an Assistant Treasurer or Assistant Secretary of the Company; provided that if such order directs the issuance of $75,000,000 in aggregate principal amount of Securities, the Trustee shall, upon a second written order dated not later than December 6, 1995, authenticate additional Securities for original issue on the date hereof not to exceed $11,250,000 in an aggregate principal amount of $500,000,000 as specified in initial aggregate principal amount of Securities and (b) subject the second order to the terms of this Indenturecover over-allotments, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified thereinif any. Such Each 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 The aggregate principal amount of Securities outstanding at least $2,000 and integral multiples any time may not exceed the amount of $1,000 Securities issued pursuant to this paragraph except as provided in excess of $2,000. One Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 IndentureSection 2.07. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such 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 or an Affiliate. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually or electronically 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 $550,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate Additional Securities for original issue in an aggregate principal amount specified in a written order of the Issuer in the form of an Officer’s Certificate. The Officer’s Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.15, after the Issue Date, shall certify that such issuance is in compliance with Section 4.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint one or more an authenticating agents agent reasonably acceptable to the 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 Unless otherwise provided in the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. so Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying an Agent or agent for service to deal with the Issuer and Affiliates of notices the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and demandsin integral multiples of $1,000 (the “Minimum Denominations Requirement”).

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for on behalf of the Issuer Company by manual or facsimile signature. The Company's seal may be reproduced on the Securities. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid neverthelessvalid. 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 Trustee's 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 in an aggregate principal amount of $300,000,000 upon a Company Order without any further action by the Company; provided, however, that in the event that the Company sells any Securities pursuant to the Initial Purchaser Option, then the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount of $300,000,000 plus up to an additional $45,000,000 aggregate principal amount of the Securities sold pursuant to the Initial Purchaser Option upon a Company Order without any further action by the Company. The aggregate principal amount of the Securities outstanding at any time may not exceed the amount set forth in the foregoing sentence, subject to the proviso set forth therein, except as provided in Section 2.07. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Issuer. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so, other than upon original issuance or pursuant to Section 2.07. 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 or an Affiliate. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One Officer Two Officers shall sign the Securities for the Issuer Company by manual or facsimile signaturesignature in the manner set forth in Exhibits A and B. 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until authenticated by the manual signature of an authorized signatory officer 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 Exhibits A and B hereto. The Trustee shall, upon a Company Order, authenticate for original issue up to, and the aggregate principal amount of Securities outstanding at any time may not exceed the sum of, $75,000,000 principal amount of the Securities, except as provided in Sections 2.9, 2.10 and 2.12. The series of Securities to be initially issued hereunder shall be the Original Securities. The Trustee may appoint one or more an authenticating agents reasonably acceptable to the Issuer agent 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 limited by the terms of such 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 any Registrar, Paying an Agent to deal with the Company or agent for service of notices and demandsan Affiliate.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 integral multiples of $1,000 in excess of $2,000. One An Officer shall sign the Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid 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 in the aggregate principal amount of up to $125,000,000, upon a written order signed by an Officer of the Issuer. The order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may appoint not exceed $125,000,000 except as provided in Section 2.07. The Securities shall initially be issued in the form of one or more authenticating agents reasonably acceptable to permanent Global Securities, substantially in the form set forth in Exhibit A. Global Securities shall be registered in the name of a nominee of the Depositary and deposited with the Trustee, at its principal operations office in New York, New York, in its capacity as Securities Custodian, duly executed by the 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 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 and authenticated by the Trustee includes authentication as hereinafter provided. Each Global Security shall evidence such of the outstanding Securities as shall be specified therein and each shall provide that it shall evidence the aggregate principal amount of outstanding Securities from time to time endorsed thereon, and that the aggregate principal amount of outstanding Securities represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges, redemptions, and other similar transactions. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by such agentthe Trustee or the Securities Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof. An authenticating agent has the same rights as The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. The Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Security for the Company by manual or facsimile signature. If an Officer whose signature is on a Security 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 bound 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 but such signature shall be conclusive evidence that the Security has been authenticated pursuant to the terms of this Indenture. On the Issue Date, the Trustee shall authenticate Initial Securities for original issue in the aggregate principal amount of up to $300.0 million and, at any time and from time to time thereafter, the Trustee shall authenticate and make available deliver Additional Securities for delivery original issue in an aggregate principal amount specified in such written order, in each case upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on Company in the date hereof in form of an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 thereinOfficers' 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. Notwithstanding anything to authenticated and, in the contrary in this Indenture or the Appendix, any case of an issuance of Additional Securities pursuant to Section 2.14 after the Issue Date Date, shall be certify that such issuance is in a compliance with Section 4.9. In addition, the Trustee shall authenticate Exchange Securities for original issue in the aggregate principal amount of at least up to $2,000 300.0 million, in each case upon a written order of the Company in the form of an Officers' Certificate, PROVIDED that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with a Registration Rights Agreement. The Officers' Certificate shall specify the amount of Securities to be authenticated and integral multiples of $1,000 in excess of $2,000. One Officer shall sign the date on which the Securities for are to be authenticated. Upon the Issuer by manual or facsimile signature. If written order of the Company in the form of an Officer whose signature is on a Security no longer holds that office at the time Officers' Certificate, the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory authenticate Securities in substitution of Securities originally issued to reflect any name change 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 IndentureCompany. The Trustee may appoint one or more an authenticating agents reasonably agent acceptable to the Issuer 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 Unless otherwise provided in the Issuer. Unless 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, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries. Securities shall be issuable only in fully registered form, without coupons, in denominations of $1,000 and demandsintegral multiples thereof.

Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities 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 An Officer 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 integral multiples of $1,000 in excess of $2,000. One Officer Company shall sign the Securities for the Issuer 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 no longer holds that office at the time the Trustee authenticates the Security, the Security shall be 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 in the aggregate principal amount of up to $138,000,000 upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). Each Company Order shall specify the amount of Securities to be authenticated, shall provide that all such Securities be represented by a Global Security and the date on which each original issue of Securities is to be authenticated. The Company may, without the consent of the Holders, issue Additional Securities with the same terms and with the same CUSIP number as the Initial Securities in an unlimited aggregate principal amount; provided, however that no such Additional Securities may be issued unless fungible with the Initial Securities for U.S. federal income tax purposes. The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to shall 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 limited 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 aggregate principal amount as specified in such appointmentCompany Order (except as provided in Section 2.10). 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 may authenticate Securities whenever acceptable to the Trustee may do so. Each reference in this Indenture Company to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.authenticate