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

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000300,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafterhereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $115,000,000, and (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Notes, in each case upon a written order orders of the Company in the form of an Officers’ ' Certificate. The Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes or Exchange Notes, Private Exchange and shall further specify the amount of such Notes or Unrestricted Notes and whether the Notes are to be issued as the Global Note, Offshore Physical Notes or Global U.S. Physical Notes. The aggregate principal amount of Notes outstanding at any time may not exceed $115,000,000, except as provided in Section 2.07. The Trustee shall not be required to authenticate Notes if the issuance of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or such other information as immunities un- der the Trustee may Notes and this Indenture in a manner which is not reasonably requestacceptable to the Trustee. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Companyand Affiliates. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An A duly authorized Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Company, and a duly authorized officer of each Guarantor shall sign the Guarantees for the Guarantors, in each case by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, upon Company Order the Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange and deliver Notes for original issue in an aggregate principal amount not to exceed $350,000,000. In addition, at any time, from time to time for issue only in exchange for a like principal amount of Initial time, the Trustee shall authenticate and deliver Exchange Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate Unrestricted Notes, upon a Company Order for original issuance in the aggregate principal amount specified in such order for original issue in the aggregate principal amount, provided that Exchange Notes shall be issuable only upon the valid surrender for cancellation of the CompanyGlobal Securities or other Notes of a like aggregate principal amount. Each Additional Notes may be issued in accordance with Sections 2.01 and 2.18. Any such written order shall Company Order may specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the such Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or and such other information as the Trustee may reasonably requestrequest and, in the case of an issuance of Additional Notes pursuant to Section 2.18 after the Issue Date, shall certify in an Officers’ Certificate that such issuance will not be prohibited by Section 4.12. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An The Notes shall be executed on behalf of the Company by two Officers of the Company, or by an Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to an Assistant Treasurer or Assistant Secretary of the Company. The signature of any Officer, Assistant Treasurer or Assistant Secretary of the Company on the Notes for the Company by may be manual or facsimile. If an Officer, Assistant Treasurer or Assistant Secretary whose manual or facsimile signature. If an Officer whose signature is on a Note was an Officer Officer, Assistant Treasurer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A No Note shall not be entitled to any benefit under this Indenture or be valid until an authorized signatory of the Trustee manually signs the or obligatory for any purpose, unless there appears on such Note a certificate of authentication on substantially in the Note. The signature form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated under this Indentureand delivered hereunder. The Trustee shall authenticate all (i) Initial Notes; i)Initial Notes for original issue in the aggregate principal amount not to exceed $85,000,000 and (ii) Private Exchange ii)Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Notes, in each case upon a written order of the Company in the form of an Officers’ ' Certificate. The Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Notes or a Global Notes Note or such other information as the Trustee may reasonably request. The aggregate principal amount of Notes outstanding at any time may not exceed $85,000,000, except as provided in Section 3.05 hereof. The Trustee may appoint an authenticating agent (the “Authenticating Agent”"AUTHENTICATING AGENT") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NoteNote or Guarantee, the Note or Guarantee shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence evidence, and the only evidence, that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $120,000,000 (ii) Private Exchange Notes from time to time for issue only pursuant to the applicable Registration Rights Agreement in exchange for a like principal amount of Initial Notes or Additional Notes, and (iii) Unrestricted subject to compliance with Section 4.11, one or more series of Additional Notes from time to time for original issue after the Issue Date, in each case upon a written order orders of the Company in the form of an Officers’ Certificate, which Officers’ Certificate shall, in the case of the Companyany issuance of Additional Notes, certify that such issuance is in compliance with Section 4.11. Each such written order In addition, each Officers’ Certificate shall specify the amount of Initial Notes, Exchange Notes or Additional Notes to be authenticated and the date on which the Initial Notes, Exchange Notes or Additional Notes are to be authenticated, whether . 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 Notes are right to be Initial Notes, Private Exchange Notes vote or Unrestricted Notes and whether the Notes are to be issued consent as Physical Notes or Global Notes or such other information as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 in principal amount and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An A duly authorized Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Company, and a duly authorized officer of each Guarantor shall sign the Guarantees for the Guarantors, in each case by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the date hereof, upon Company Order the Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange and deliver Notes for original issue in an initial aggregate principal amount not to exceed $600,000,000. In addition, at any time, from time to time for issue only in exchange for a like principal amount of Initial time, the Trustee shall authenticate and deliver Exchange Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate Unrestricted Notes, upon a written notice of the CompanyCompany for original issuance in the aggregate principal amount specified in such order for original issue in the aggregate principal amount, provided that Exchange Notes shall be issuable only upon the valid surrender for cancellation of Global Securities or other Notes of a like aggregate principal amount. Each Additional Notes may be issued in accordance with Sections 2.01 and 2.18. Any such written order shall Company Order may specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the such Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or and such other information as the Trustee may reasonably requestrequest and, in the case of an issuance of Additional Notes pursuant to Section 2.18 after the Issue Date, shall certify that such issuance will not be prohibited by Section 4.12. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) as one class. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafterhereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $90,000,000, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and Notes, (iii) Unrestricted subject to compliance with Section 4.08, one or more series of Additional Notes from time to time in an unlimited amount and (iv) Initial Units of 90,000, in each case, upon a written order orders of the Company in the form of an Officers’ Certificate authentication and delivery order, which authentication and delivery order shall, in the case of the Companyany issuance of Additional Notes, certify that such issuance is in compliance with Section 4.08. Each such written In addition, each authentication and delivery order shall specify the amount of Notes and Units to be authenticated and the date on which the Notes and Units are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes, and shall further specify the amount of such Notes and whether the Notes are Units to be issued as Global Notes, Offshore Physical Notes or U.S. Physical Notes or Global Units, Offshore Physical Units or U.S. Physical Units, respectively. All Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes shall have the right to vote or such other information consent as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 in principal amount and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Subsidiary Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $400,000,000, (ii) Private Exchange Notes from time subject to time for issue only in exchange for a like principal amount of Initial Section 4.12, Additional Notes and (iii) Unrestricted Notes from time to time Exchange Notes, in each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the Company(an “Authentication Order”). Each such written order Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this Indenture, except for Section 4.12, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time 1,000 thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $350,000,000, and (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Notes, in each case upon a written order orders of the Company in the form of an Officers’ ' Certificate. The Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes or Exchange Notes, Private Exchange and shall further specify the amount of such Notes or Unrestricted Notes and whether the Notes are to be issued as the Global Note, Offshore Physical Notes or Global U.S. Physical Notes. The aggregate principal amount of Notes outstanding at any time may not exceed $350,000,000, except as provided in Section 2.07. The Trustee shall not be required to authenticate Notes if the issuance of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or such other information as immunities under the Trustee may Notes and this Indenture in a manner which is not reasonably requestacceptable to the Trustee. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company Company, and the Guarantees for the Guarantors, by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note or a Guarantee, as the case may be, was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $150,000,000 in one or more series, provided that the aggregate principal amount of Initial Notes on the Issue Date shall not exceed $85,000,000, and further provided that the Company complies with Section 4.12 of this Indenture, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Exchange Notes from time to time only in exchange for (A) a like principal amount of Initial Notes or (B) a like principal amount of Private Exchange Notes, in each case upon a written order of the Company in the form of an Officers’ ' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.rea-

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary of the Company Issuer and each Guarantor, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company Issuer and the Guarantees for the Guarantors by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note or a Guarantee was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $115,000,000 in one or more series, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time only (x) in exchange for a like principal amount of Initial Notes or (y) in an aggregate principal amount of not more than the excess of $115,000,000 over the sum of the aggregate principal amount of (A) Initial Notes then outstanding, (B) Private Exchange Notes then outstanding and (C) Unrestricted Notes issued in accordance with (iii)(x) above, in each case upon a written order of the Company Issuer in the form of an Officers’ ' Certificate of the CompanyIssuer. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.reasonably

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary of the Company Issuer, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Senior Notes for the Company Issuer by manual or facsimile signature. If an any Officer or Assistant Secretary of the Issuer whose signature is on a Senior Note was an Officer or Assistant Secretary of the Issuer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Senior Note, the Senior Note shall nevertheless be valid. A Senior Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Senior Note. The Such signature shall be conclusive evidence that the such Senior Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Senior Notes from time to time for original issue only in exchange for a like the aggregate principal amount of Initial Notes and (iii) Unrestricted Notes from time up to time $60,000,000 upon a written order of the Company Issuer in the form of an Officers’ ' Certificate. The Officers' Certificate of the Company. Each such written order 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 $60,000,000, whether except as otherwise provided herein. Upon the Notes are to be Initial Noteswritten order of the Issuer in the form of an Officers' Certificate, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably requestshall authenticate Senior Notes in substitution of Senior Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Senior Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate Issuer and Affiliates of the CompanyIssuer. The Senior Notes shall be issuable only in fully registered form only, without coupons, coupons in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (duly authorized by all requisite corporate actions) The Securities shall sign and attest to the Notes be signed for the Company by the Company's President or a Vice President and shall be attested by the Company's Secretary or an Assistant Secretary, in each case by manual or facsimile signature. The Company's seal may be reproduced or imprinted on the Securities by facsimile or otherwise. If an Officer a Person whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that his office or position at the time the Trustee authenticates the NoteSecurity is authenticated, the Note Security shall nevertheless be valid. A Note Security shall not be valid until an authorized signatory executed and issued by the Company and authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time Securities for original issue up to time for issue only in exchange for a like principal an aggregate Principal amount of Initial Notes and (iii) Unrestricted Notes from time to time $60,000,000 upon a written order of the Company signed by two Officers. The aggregate Principal amount of Securities outstanding at any time may not exceed the amount of $60,000,000 except (i) for PIK Notes and (ii) as provided in the Section 2.07. The Securities shall be issuable only in registered form without coupons and only in denominations of an Officers’ Certificate $1,000 and any integral multiple thereof, except that (i) PIK Notes and (ii) Securities issued in exchange for any of the Company. Each 's 101/4% Senior Notes due 2001 ("Exchange Securities") may be issued in denominations less than $1,000 (such written order shall specify principal amount, if less than $1,000, or, if such principal amount is greater than $1,000, the difference between such principal amount of Notes to be authenticated and the date on highest integral multiple of $1,000 which the Notes are is less than such principal amount, being referred to be authenticatedas a "Fractional Principal Amount"), whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted which PIK Notes and whether the Notes are to Fractional Principal Amount of Exchange Securities shall be issued as Physical Notes or Global Notes or such other information as in any whole dollar amount, rounded to the Trustee may reasonably requestnearest dollar. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate NotesSecurities, which authenticating agent shall be compensated by the Company. Unless otherwise provided in limited by the terms of such appointment, an Authenticating Agent authenticating agent may authenticate Notes Securities whenever the Trustee may do so, except with regard to the original issuance of the Securities. Each Except as provided in the preceding sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any an Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in an aggregate principal amount not to exceed $60.0 million and (ii) Private Exchange Notes from time to time for issue only Additional Notes, in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the CompanyOfficer’s Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this Indenture, except where specifically indicated or that context otherwise requires, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 and any integral multiple multiples of $1,000 in excess thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Note Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $318,000,000, (ii) Private Exchange Notes from time subject to time for issue only in exchange for a like principal amount of Initial Section 4.12, Additional Notes and (iii) Unrestricted Notes from time to time Exchange Notes, in each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the CompanyOfficer’s Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this Indenture, except for Section 4.12 and except where specifically indicated or that context otherwise requires, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple of $1,000 in excess thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company Two Officers (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company Issuer by manual or facsimile electronic signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory officer of the Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; the Notes for original issue on the Issue Date in the aggregate principal amount not to exceed U.S.$1,000,000,000 and (ii) Private Exchange one or more series of Additional Notes from time to time for issue only in exchange for a like principal an unlimited amount of Initial Notes and (iii) Unrestricted Notes from time to time in each case upon a written order orders of the Company Issuer in the form of an Officers’ Certificate. In addition, each Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical initial Notes or Global Additional Notes. All Notes issued under this Indenture shall vote and consent together on all matters as one class, and no series of Notes shall have the right to vote or such other information consent as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (shall have the “Authenticating Agent”) reasonably acceptable right to the Company decline to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with and deliver any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Additional Notes under this Indenture at any time thereafterSection 2.02 if the Trustee reasonably determines that such action may not lawfully be taken by the Issuer or if the Trustee in good faith by a trust committee of Trust Officers shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Subsidiary Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $300.0 million and (ii) Private Exchange Notes from time subject to time for issue only Section 4.12, Additional Notes, in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the Company(an “Authentication Order”). Each such written order Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers; provided that Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the Notes issued on the Issue Date unless such Additional Notes are fungible with the Notes issued on the Issue Date for U.S. federal income tax purposes. For the purposes of this Indenture, except for Section 4.12, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time 1,000 thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Fixed Rate Notes for original issue in the aggregate principal amount not to exceed $105,000,000, (ii) Private Initial Floating Rate Notes for original issue in the aggregate principal amount not to exceed $10,000,000, (iii) Exchange Fixed Rate Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and Fixed Rate Notes, (iiiiv) Unrestricted Exchange Floating Rate Notes from time to time for issue only in exchange for a like principal amount of Initial Floating Rate Notes, (v) subject to compliance with Section 4.12, one or more series of Notes for original issue after the Issue Date in an unlimited amount (“Additional Notes”) and (vi) PIK Fixed Rate Notes and PIK Floating Rate Notes for original issue in the aggregate principal amounts required pursuant to Paragraph 1 of the Notes, in each case upon a written order orders of the Company executed by an Officer of the Company, which written orders shall, in the form case of an any issuance of Additional Notes, certify that such issuance is in compliance with Section 4.12. In addition, each Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes, Additional Notes or Unrestricted PIK Notes, shall further specify the amount of such Notes to be issued as Global Notes or Physical Notes and shall further specify whether the Notes are to be issued as Physical by Fixed Rate Notes or Global Floating Rate Notes. All Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes shall have the right to vote or such other information consent as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.Authenticating

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company Company, and the Guarantees for the Guarantors, by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note or a Guarantee, as the case may be, was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $190,000,000 in one or more series, provided that the aggregate principal amount of Initial Notes on the Issue Date shall not exceed $125,000,000, and further provided that the Company complies with Section 4.12 of this Indenture, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Exchange Notes from time to time only in exchange for (A) a like principal amount of Initial Notes or (B) a like principal amount of Private Exchange Notes, in each case upon a written order of the Company in the form of an Officers’ ' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Indenture subsequent to the Issue Date pursuant to clauses (i) and whether (iii) of the first sentence of the immediately preceding paragraph, the Company shall use its reasonable efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes are outstanding at such time; provided, however, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form satisfactory to the Trustee to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as Physical to which any of such Notes may vote or Global consent) as one class and no series of Notes will have the right to vote or such other information consent as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating "Authenti- cating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; , (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000400 million; provided thatprovided, however, that the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An A duly authorized Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Company, and a duly authorized officer of each Guarantor shall sign the Guarantees for the Guarantors, in each case by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, upon Company Order the Trustee shall authenticate all and deliver (i) Initial Notes; Dollar Notes for original issue in an aggregate principal amount not to exceed $200,000,000 and (ii) Private Exchange Euro Notes for original issue in an aggregate principal amount not to exceed €400,000,000. In addition, at any time, from time to time for issue only in exchange for a like principal amount of Initial time, the Trustee shall authenticate and deliver Exchange Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate Unrestricted Notes, upon a written notice of the CompanyCompany for original issuance in the aggregate principal amount specified in such order for original issue in the aggregate principal amount, provided that Exchange Notes shall be issuable only upon the valid surrender for cancellation of Global Securities or other Notes of a like series and aggregate principal amount. Each Additional Notes may be issued in accordance with Sections 2.01 and 2.18. Any such written order shall Company Order may specify the amount and series of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the such Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or and such other information as the Trustee may reasonably requestrequest and, in the case of an issuance of Additional Notes pursuant to Section 2.18 after the Issue Date, shall certify that such issuance will not be prohibited by Section 4.12. Notwithstanding the foregoing, except as provided in Section 9.02, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. For purposes of voting (or any other matter requiring a determination based on a percentage of principal amount of Notes outstanding), the aggregate principal amount of outstanding Euro Notes will be calculated using the noon buying rate in The City of New York for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York (the “Noon Buying Rate”) of $1.27 per euro on October 31, 2006. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Euro Paying Agent is initially appointed as authentication agent for the Euro Notes. The Dollar Notes shall be issuable in fully registered form only, without coupons, in minimum denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the The Euro Notes which may shall be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company mayissuable in fully registered form only, without the consent coupons, in minimum denominations of the Holders, issue additional Notes under this Indenture at any time thereafter€50,000 and multiples of €1,000 in excess thereof.

Execution and Authentication; Aggregate Principal Amount. An Officer Two officers of the Company (duly authorized by all requisite corporate actions) a Controlling Partner shall sign and attest to the Notes for the Company by facsimile or manual or facsimile signature. The Controlling Partner's corporate seal, if any, may be reproduced or imprinted on the Notes. If an Officer a Person whose signature is on a Note was an Officer at the time of such execution but Notes no longer holds that office or position at the relevant Controlling Partner at the time the Trustee authenticates the NoteNotes, the Note Notes shall nevertheless be valid. A Note In addition, if a Person does not hold an office or position at the time the Notes are authenticated, but holds such office or position on or prior to the delivery of the Notes, the Notes shall nevertheless be valid. If the Controlling Partner whose officers signed the Notes for the Company is no longer a Controlling Partner at the time the Trustee authenticates the Notes, the Notes shall nevertheless be valid. The Notes shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteNotes. The Trustee's signature shall be conclusive evidence that the Note has Notes have been authenticated under this Indenture. The Trustee shall authenticate all for original issuance up to $__________ in aggregate principal amount of Notes upon receipt of (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company signed by two officers of a Controlling Partner and (ii) an Opinion of Counsel addressed to the Trustee and the Noteholders in substantially the form of an Officers’ Certificate of the Company. Each such attached hereto as Exhibit B. The written order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notesnames, Private Exchange Notes or Unrestricted Notes addresses and whether denominations in which the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereofto whom the Notes shall be delivered. Subject to applicable law, the The aggregate principal amount of the Notes which outstanding at any time under this Indenture may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; __________ , except as provided that, the Company may, without the consent in Section 2.7 of the Holders, issue additional Notes under this Indenture at any time thereafterIndenture.

Execution and Authentication; Aggregate Principal Amount. An Two Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. The Trustee shall authenticate (i) Initial Notes for original issue in the aggregate principal amount not to exceed $100,000,000 and (ii) Exchange Notes and Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes 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 Notes to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes or Private Exchange Notes and whether the Notes are to be issued as certificated Securities or Global Securities, or such other information as the Trustee may reasonably request. The aggregate principal amount of Notes outstanding at any time may not exceed $100,000,000, except as provided in Sections 2.07 and 2.08 hereof. Capitalized terms used in this paragraph that are not otherwise defined in this Indenture shall have the meanings ascribed to them in the Appendix. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An A duly authorized Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee or an authentication agent manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, upon Company Order the Trustee or an authentication agent (which, in the case of the Initial Euro Notes, shall be the Registrar) shall authenticate all and deliver (i) Initial Notes; Dollar Notes for original issue in an aggregate principal amount not to exceed $615,000,000 and (ii) Private Exchange Euro Notes from time to time for original issue only in exchange for a like an aggregate principal amount of Initial not to exceed €500,000,000. Additional Notes may be issued in accordance with Sections 2.01 and (iii) Unrestricted Notes from time to time upon a written order of the 2.18. Any such Company in the form of an Officers’ Certificate of the Company. Each such written order shall Order may specify the amount and series of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the such Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or and such other information as the Trustee may reasonably requestrequest and, in the case of an issuance of Additional Notes pursuant to Section 2.18 after the Issue Date, shall certify that such issuance will not be prohibited by Section 4.12. Notwithstanding the foregoing, except as provided in Section 9.02, all noteholders in respect of Notes is-sued under this Indenture shall vote and consent together on all matters (as to which any of such noteholders in respect of Notes may vote or consent) as one class and no series of noteholders in respect of of Notes will have the right to vote or consent as a separate class on any matter. For purposes of voting (or any other matter requiring a determination based on a percentage of principal amount of Notes outstanding), the aggregate principal amount of outstanding Euro Notes will be calculated using the noon buying rate in The City of New York for cable transfers in euro as certified for customs purposes by the Federal Reserve Bank of New York of $1.2337 per euro on August 3, 2005. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Euro Paying Agent is initially appointed as authentication agent for the Euro Notes. The Dollar Notes shall be issuable in fully registered form only, without coupons, in denominations of $75,000 and integral multiples of $1,000 and any integral multiple in excess thereof. Subject to applicable law, the aggregate principal amount of the The Euro Notes which may shall be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company mayissuable in fully registered form only, without the consent coupons, in denominations of the Holders, issue additional Notes under this Indenture at any time thereafter€50,000 and integral multiples of €1,000 in excess thereof.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (duly authorized by all requisite corporate actions) Two Officers shall sign and attest to the Notes for the Company by facsimile or manual or facsimile signature. The Company's seal may be reproduced or imprinted on the Notes, by facsimile or otherwise. If an Officer a Person whose signature is on a Note was as an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all and make available for delivery (i) Initial Notes; Notes for original issue in an aggregate principal amount (the "Initial Notes Amount") equal to $1,000 principal amount of Initial Notes for each $1,000 principal amount of 10% Notes exchanged for the Initial Notes pursuant to the Exchange Offer Circular and Consent Solicitation Statement dated September 13, 1996, as supplemented by the Supplement to Exchange Offer Circular and Consent Solicitation Statement dated October 1, 1996 and (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Notes, in each case upon a written order of the Company in the form of signed by an Officers’ Certificate Officer of the CompanyCompany to a Trust Officer. Each such written The order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated, authenticated and whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the Initial Notes Amount, except as provided in Section 2.07. The Notes shall be issuable only in registered form and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably requestonly in denominations of $1,000 and any integral multiple thereof. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes, which authenticating agent shall be compensated by the Company. Unless otherwise provided in limited by the terms of such appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so, except with regard to the original issuance of the Notes and pursuant to Section 2.06. Each Except as provided in the preceding sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent any Agent. If the Notes are to deal with be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall authenticate and deliver one or with any Affiliate of the Company. The more Global Notes that (i) shall represent and shall be issuable in fully registered form only, without coupons, in minimum denominations of $1,000 and any integral multiple thereof. Subject to applicable lawor in the approximate equivalent amount, (ii) shall be registered in the aggregate principal amount name of the Depository for such Global Note or Notes which may or the nominee of such Depository, (iii) shall be authenticated delivered by the Trustee to such Depository or pursuant to such Depository's instructions and delivered on (iv) shall bear the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.legend set forth in Exhibit C.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $185,000,000, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted subject to compliance with Section 4.12, one or more series of Notes from time to time for original issue after the Issue Date in an unlimited amount (“Additional Notes”), in each case upon a written order orders of the Company executed by an Officer of the Company, which written orders shall, in the form case of an any issuance of Additional Notes, certify that such issuance is in compliance with Section 4.12. In addition, each Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether shall further specify the amount of such Notes are to be issued as Physical Notes or Global Notes or such other information Physical Notes. All Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes shall have the Trustee may reasonably requestright to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 in principal amount and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Note Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) the Series A Notes for original issue on the Initial Notes; Issue Date in the aggregate principal amount not to exceed $318,000,000, (ii) Private Exchange the Series B Notes from time to time for original issue only on the Series B Issue Date in exchange for a like the aggregate principal amount of Initial not to exceed $30,000,000, (iii) subject to Section 4.12, Additional Notes and (iiiiv) Unrestricted Exchange Notes from time to time in respect of the Series A Notes and the Series B Notes, respectively, in each of cases (i) through (iv), upon a written order of the Company Issuer in the form of an Officers’ Certificate of the CompanyOfficer’s Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Additional Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Except as otherwise specifically set forth herein (including without limitation Section 9.2), any Additional Notes shall vote on all matters as one class with the Notes being issued on the Initial Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this Indenture, except for Section 4.12 and except where specifically indicated or that context otherwise requires, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple of $1,000 in excess thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Subsidiary Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $1,500,000,000, (ii) Private Exchange Notes from time subject to time for issue only in exchange for a like principal amount of Initial Section 4.12, Additional Notes and (iii) Unrestricted Notes from time to time Exchange Notes, in each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the CompanyOfficer’s Certificate, (an “Authentication Order”). Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this Indenture, except for Section 4.12, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time 1,000 thereafter.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Subsidiary Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Second Supplemental Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $600,000,000 and (ii) Private Exchange Notes from time subject to time for issue only Section 4.12, Additional Notes, in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the Company(an “Authentication Order”). Each such written order Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this Second Supplemental Indenture, except for Section 4.12, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes complies with this Second Supplemental Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Second Supplemental Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent 1,000 in excess of the Holders, issue additional Notes under this Indenture at any time thereafter$2,000.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) actions shall sign and attest to execute the Notes for the Company Company, and one officer shall sign the Guarantees for the Guarantors by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, upon Company order the Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange and deliver $300,000,000 of 9 7/8% Senior Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company due 2009 in the form of an Officers’ Certificate Initial Notes. In addition, at any time, from time to time, the Trustee shall authenticate and deliver Unrestricted Notes upon a written notice of each of the Company, for original issuance in the aggregate principal amount specified in such order for original issue in the aggregate principal amount, PROVIDED that Unrestricted Notes shall be issuable only upon the valid surrender for cancellation of Global Securities or other Notes of a like aggregate principal amount. Each Additional Notes shall be issued in accordance with Sections 2.01 and 2.18. Any such written order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or and such other information as the Trustee may reasonably request, and, in the case of an issuance of Additional Notes pursuant to Section 2.18 after the Issue Date, shall certify that such issuance will not be prohibited by Section 4.12. Notwithstanding the foregoing, except as provided in Section 9.02, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. For purposes of voting, the aggregate principal amount of outstanding Euro Notes will be equal to the Dollar Equivalent of such Euro Note on the date of their issuance. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 or EU1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) actions shall sign and attest to execute the Notes for the Company Company, and one officer shall sign the Guarantees for the Guarantors by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, upon Company Order the Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like and deliver $380,000,000 aggregate principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate Initial Notes. In addition, at any time, from time to time, the Trustee shall authenticate and deliver Unrestricted Notes upon a written notice of the Company, for original issuance in the aggregate principal amount specified in such order for original issue in the aggregate principal amount, provided that Unrestricted Notes shall be issuable only upon the valid surrender for cancellation of Global Securities or other Notes of a like aggregate principal amount. Each Additional Notes shall be issued in accordance with Sections 2.01 and 2.18. Any such written order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or Securities and such other information as the Trustee may reasonably request, and, in the case of an issuance of Additional Notes pursuant to Section 2.18 after the Issue Date, shall certify that such issuance will not be prohibited by Section 4.12. Notwithstanding the foregoing, except as provided in Section 9.02, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) 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 an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company Company, and one officer shall sign the Guarantees for the Guarantors by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for original issue only in exchange for a like an aggregate principal amount of Initial Notes and (iii) Unrestricted Notes from time not to time exceed $200,000,000 upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are (subject to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or and such other information as the Trustee may reasonably request. The aggregate principal amount of Notes outstanding at any time may not exceed $200,000,000, as provided in Sections 2.07 and 2.08. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) 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 an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company Company, and the Guarantees for the Subsidiary Guarantors, by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note or a Guarantee, as the case may be, was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $150,000,000 in one or more series, provided that the aggregate principal amount of Initial Notes on the Issue Date is $80,000,000, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Exchange Notes from time to time only in exchange for (A) a like principal amount of Initial Notes or (B) a like principal amount of Private Exchange Notes, in each case upon a written order of the Company in the form of an Officers’ ' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.Global

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company LNR (duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company LNR by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company LNR in the form of an Officers’ ' Certificate of the CompanyLNR. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”"AUTHENTICATING AGENT") reasonably acceptable to the Company LNR to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company LNR or with any Affiliate of the CompanyLNR. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer Two Officers of the Company shall sign (each of whom shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount at maturity not to exceed $43,500,000 and (ii) Private Exchange Notes from time to time for original issue only in an exchange offer, pursuant to the Registration Rights Agreement, for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Notes, in each case upon a written order of the Company in the form of an Officers’ ' Certificate of the CompanyCompany and, in the case of the original issuance of any Exchange Note, upon the valid surrender for cancellation of one or more Initial Notes in the same aggregate principal amount in accordance with such exchange offer. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable In addition, with respect to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.authentication

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for each of the Company Issuers by manual or facsimile signature. The seal of each of the Issuers shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. On the Issue Date, the Trustee shall authenticate and deliver $100.0 million of 10 1/2% Series A Senior Subordinated Notes due 2009 in the form of Initial Notes. In addition, at any time, from time to time, the Trustee shall authenticate and deliver Notes upon a written notice of each of the Issuers, for original issuance in the aggregate principal amount specified in such order for original issue in the aggregate principal amount, provided that Exchange Notes and Private Exchange Notes shall be issuable only upon the valid surrender for cancellation of such Initial Notes of a like aggregate principal amount. Additional Notes shall be issued in an aggregate principal amount not to exceed $150.0 million and in accordance with Section 2.14. Any such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.15 after the Issue Date shall certify that such issuance will not be prohibited by Section 4.13. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate Issuers and Affiliates of the CompanyIssuers. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary of the Company Company, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note or a Guarantee was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $225,000,000 in one or more series, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time only (A) in exchange for a like principal amount of Initial Notes or (B) in an aggregate principal amount of not more than the excess of $225,000,000 over the sum of the aggregate principal amount of (x) Initial Notes then outstanding, (y) Private Exchange Notes then outstanding and (z) Unrestricted Notes issued in accordance with (iii)(A) above, in each case upon a written order of the Company in the form of an Officers’ ' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which outstanding at any time may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; 225,000,000, except as provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafterin Sections 2.07 and 2.08.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign, and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company Company, and the Guarantees for the Guarantors, by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note or a Guarantee, as the case may be, was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in an aggregate principal amount not to exceed $100,000,000, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time only in exchange for (A) a like principal amount of Initial Notes or (B) a like principal amount of Private Exchange Notes, in each case upon a written order of the Company in the form of an Officers’ ' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.which

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary of the Company Issuer, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company Issuer by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) $29,000,000 principal amount of Initial Notes; , (ii) Private Exchange Notes PIK Notes, from time to time after the Issue Date but prior to the Maturity Date for issue only in lieu of the payment of interest in cash of interest payable with respect to the Notes (including previously issued PIK Notes) prior to the Maturity Date in an aggregate principal amount equal to the amount of such interest (rounded to the nearest whole cent), (iii) Exchange Notes, from time to time after the Issue Date for issue only in exchange for a like principal amount of Initial Notes or PIK Notes, and (iiiiv) Unrestricted subject to compliance with Section 4.12, additional Notes from time to time (together with PIK Notes, "Additional Notes") for original issue after the Issue Date in an unlimited amount in each case upon a written order orders of the Company Issuer in the form of an Officers’ Certificate of the Company' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In the event that the Issuer shall issue and the Trustee shall authenticate any Additional Notes, the Issuer shall use its reasonable efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Issuer may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, 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 an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons; provided, that the Notes (other than PIK Notes or Exchange Notes issued in exchange for PIK Notes) shall be issued in denominations of $1,000 and or any integral multiple thereof. Subject The Trustee is authorized to applicable law, enter into a letter of representation with the aggregate principal amount of Depository in the Notes which may be authenticated form provided to the Trustee by the Issuer and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafterto act in accordance with such letter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. On the Issue Date, the Trustee shall authenticate and deliver $200.0 million of 13% Series A Senior Subordinated Notes due 2009 in the form of Initial Notes. In addition, at any time, and from time to time, the Trustee shall authenticate and deliver Notes upon a written notice of the Company, for original issuance in the aggregate principal amount specified in such order for original; provided that Exchange Notes and Private Exchange Notes shall be issuable only upon the valid surrender for cancellation of such Initial Notes of a like aggregate principal amount. Any such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “"Authenticating -------------- Agent”") reasonably acceptable to the Company to authenticate Notes. Unless ----- otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An A duly authorized Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Company, and a duly authorized officer of each Guarantor shall sign the Guarantee for such Guarantor by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, upon Company Order the Trustee shall authenticate all and deliver (i) $300,000,000 aggregate principal amount of Fixed Rate Notes (the Initial Fixed Rate Notes; ) and (ii) Private Exchange $100,000,000 aggregate principal amount of Floating Rate Notes (the Initial Floating Rate Notes). In addition, at any time, from time to time for issue only in exchange for a like principal amount of Initial Notes time, the Trustee shall authenticate and (iii) deliver Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate notice of the Company, for original issuance in the aggregate principal amount specified in such order for original issue in the aggregate principal amount, provided that Unrestricted Notes shall be issuable only upon the valid surrender for cancellation of Global Securities or other Notes of a like series and aggregate principal amount. Each Additional Notes shall be issued in accordance with Sections 2.01 and 2.18. Any such written order shall specify the amount and series of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or Securities and such other information as the Trustee may reasonably request, and, in the case of an issuance of Additional Notes pursuant to Section 2.18 after the Issue Date, shall certify that such issuance will not be prohibited by Section 4.12. Notwithstanding the foregoing, except as provided in Section 9.02, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) 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 an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Subsidiary Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $325,000,000, (ii) Private Exchange Notes from time subject to time for issue only in exchange for a like principal amount of Initial Section 4.12, Additional Notes and (iii) Unrestricted Notes from time to time Exchange Notes, in each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the CompanyCertificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this Indenture, except for Section 4.12, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time 1,000 thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) actions shall sign and attest to to, the Notes for the Company Company, and one officer shall sign the Guarantees for the Guarantors by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Fixed Rate Notes for original issue in an aggregate principal amount not to exceed $275,000,000 and (ii) Private Exchange Floating Rate Notes from time to time for original issue only in exchange for a like an aggregate principal amount of Initial Notes and (iii) Unrestricted Notes from time not to time exceed $125,000,000, upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Fixed Rate Notes or Floating Rate Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or and such other information as the Trustee may reasonably request. The aggregate principal amount of Fixed Rate Notes outstanding at any time may not exceed $275,000,000, and the aggregate principal amount of Floating Rate Notes outstanding at any one time may not exceed $125,000,000 except as provided in Sections 2.07 and 2.08. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) 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 an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence evidence, and the only evidence, that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $150,000,000 and (ii) Private Exchange subject to compliance with Section 4.12, one or more series of Additional Notes from time to time for original issue only after the Issue Date, in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time each case upon a written order orders of the Company in the form of an Officers’ Certificate, which Officers’ Certificate shall, in the case of the Companyany issuance of Additional Notes, certify that such issuance is in compliance with Section 4.12. Each such written order In addition, each Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Additional Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate All Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes issued under this Indenture at shall vote and consent together on all matters as one class, and no series of Notes shall have the right to vote or consent as a separate class on any time thereaftermatter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. On March 9, 1999, the Trustee shall authenticate and deliver $100.0 million of 8-7/8% Series C Senior Subordinated Notes due 2008 in the form of Initial Notes. In addition, the Trustee shall authenticate Exchange Notes and Private Exchange Notes, as applicable, for original issue in the aggregate principal amount not to exceed $100.0 million, in each case upon a written order of the Company in the form of an Officers' Certificate, provided that such Exchange Notes and Private Exchange Notes shall be issuable only upon the valid surrender for cancellation of such Initial Notes of a like aggregate principal amount. Further, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified, in each case in a written order of the Company in the form of an Officers' Certificate. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.15 after March 9, 1999, shall certify that such issuance will not be prohibited by Section 4.13. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company Company, and the Guarantees for the Guarantors, by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note or a Guarantee, as the case may be, was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $150,000,000 in one or more series, provided that the aggregate principal amount of Initial Notes on the Issue Date shall not exceed $100,000,000, and further provided that the Company complies with Section 4.12 of this Indenture, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Exchange Notes from time to time only in exchange for (A) a like principal amount of Initial Notes or (B) a like principal amount of Private Exchange Notes, in each case upon a written order of the Company in the form of an Officers’ ' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint In addition, with respect to authentication pursuant to clause (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an authenticating agent (Opinion of Counsel of the “Authenticating Agent”) Company in a form reasonably acceptable satisfactory to the Company to authenticate Notes. Unless otherwise provided in Trustee stating that the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.issuance

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company shall sign (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer of the Company at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $160,000,000, (ii) subject to compliance with Section 4.12, one or more series of Notes for original issue after the Issue Date in an unlimited amount (“Additional Notes”) in each case upon written orders of the Company in the form of an Officers’ Certificate, which Officers’ Certificate shall, in the case of any issuance of Additional Notes, certify that such issuance is in compliance with Section 4.12 and (iii) Private Exchange Notes and Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Notes, in each case upon a written order orders of the Company in the form of an Officers’ Certificate. The Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes, Exchange Notes or Unrestricted Additional Notes, and shall further specify the amount of such Notes and whether the Notes are to be issued as Physical Notes or the Global Notes or such other information Physical Notes. 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 Trustee may reasonably requestright to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $110,000,000, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes or Additional Notes, and (iii) Unrestricted one or more series of Additional Notes from time to time in an unlimited amount in each case upon a written order orders of the Company in the form of an Officers’ ' Certificate, which Officers' Certificate shall, in the case of the Companyany issuance of Additional Notes, certify that such issuance is in compliance with Section 4.08. Each such written order In addition, each Officers' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes. All Notes issued under this Indenture shall vote and whether consent together on all matters as one class and no series of Notes shall have the Notes are right to be issued vote or consent as Physical Notes or Global Notes or such other information as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 in principal amount and any integral multiple thereof. Subject to applicable lawIf such form or terms have been so established, the aggregate principal amount Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafteror otherwise in a manner which is not reasonably acceptable to the Trustee.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence evidence, and the only evidence, that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount will, upon receipt of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate (an “Authentication Order”), authenticate Notes for original issuance that may be validly issued under this Indenture, including any PIK Notes, from time to time after the date hereof but prior to the Maturity Date for issue only in lieu of the Companypayment of interest payable with respect to the Notes (including previously issued PIK Notes) prior to the Maturity Date for the Notes in an aggregate principal amount equal to the PIK Interest Amount. Each such written order The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. In addition, each Authentication Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the such Notes are to be authenticated, authenticated and whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted PIK Notes. All Notes issued under this Indenture shall vote and whether consent together on all matters as one class and no series of Notes shall have the Notes are right to be issued vote or consent as Physical Notes or Global Notes or such other information as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, and in the case of any Note (other than a PIK Note), in denominations of $1,000 in principal amount and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time original issue, upon a written order orders of the Company in the form of an Officers’ ' Certificate in an aggregate principal amount not to exceed $44,313,137; provided that (a) the aggregate principal amount of Notes issued on the CompanyIssue Date shall be limited to $21,500,000 and (b) the aggregate principal amount of Notes issued as PIK Interest pursuant to Section 2.12 shall not exceed $22,813,137, except in each case as provided in Section 2.07. Each such written order The Officers' Certificate shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication. The Trustee shall not be required to authenticate Notes if the issuance of such Notes pursuant to this Indenture will affect the Trustee's own rights, whether duties or immunities under the Notes are and this Indenture in a manner which is not reasonably acceptable to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably requestTrustee. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple multiples thereof. Subject , except as may be required to applicable law, the aggregate principal amount issue Notes representing PIK Interest pursuant to Paragraph 2 of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.Notes. 105 -32-

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount at maturity not to exceed $100,000,000, (ii) Private Exchange Notes from time to time for issue only pursuant to the Registration Rights Agreement in exchange for a like principal amount of Initial Notes or Additional Notes, and (iii) Unrestricted subject to compliance with Section 4.12, one or more series of Additional Notes from time to time for original issue after the Issue Date, in each case upon a written order orders of the Company in the form of an Officers’ ' Certificate, which Officers' Certificate shall, in the case of the Companyany issuance of Additional Notes, certify that such issuance is in compliance with Section 4.12. Each such written order In addition, each Officers' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes. All Notes issued under this Indenture shall vote and whether consent together on all matters as one class and no series of Notes shall have the Notes are right to be issued vote or consent as Physical Notes or Global Notes or such other information as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 in principal amount at maturity and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication authenti- cation on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for original issue only in exchange for a like the aggregate principal amount of Initial Notes and (iii) Unrestricted Notes from time not to time exceed $25,000,000, upon a written order orders of the Company in the form of an Officers’ ' Certificate. The Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication. The aggregate principal amount of Notes outstanding at any time may not exceed $25,000,000, whether except as provided in Section 2.07. The Trustee shall not be required to authenticate Notes if the issuance of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes are and this Indenture in a manner which is not reasonably acceptable to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably requestTrustee. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer Two Officers shall sign (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee or the Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall shall, upon a written order of the Company (an "Authentication Order"), authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $250,000,000, (ii) Private subject to Section 2.15, Additional Notes, and (iii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time or Additional Notes, in each case upon a written order orders of the Company in the form of an Officers’ ' Certificate. The Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes or Additional Notes or Exchange Notes, Private Exchange and shall further specify the amount of such Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or Definitive Notes. The aggregate principal amount of Notes outstanding at any time may not exceed $250,000,000 plus, if any Additional Notes are issued, the aggregate principal amount of such other information Additional Notes, except as the Trustee may reasonably requestprovided in Section 2.07. The Trustee may shall not be required to authenticate Notes if the issuance of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes and this Indenture in a manner which is not reasonably acceptable to the Trustee. The Trustee may, at the expense of the Company, appoint an authenticating agent Authenticating Agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to all or substantially all of the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving at least 30 days' advance written notice of resignation to the Trustee and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company, and upon such a termination, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Company and shall mail notice of such appointment (at the Company's expense) to all Holders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any such Authenticating Agent shall be entitled to reasonable compensation for its services and, if paid by the Trustee, it shall be a reimbursable expense pursuant to Section 7.07. The Notes shall be issuable in fully registered form only, without coupons, in minimum denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence evidence, and the only evidence, that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (ia) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $105,000,000, (iib) Private Exchange Notes from time to time for issue only pursuant to a Registration Rights Agreement in exchange for a like principal amount of Initial Notes or Additional Notes, and (iiic) Unrestricted subject to compliance with Section 4.12, one or more series of Additional Notes from time for original issue after the Issue Date in an aggregate principal amount not to time exceed $50,000,000, in each case upon a written order of the Company in the form of an Officers’ Certificate (an “Authentication Order”), which Authentication Order shall, in the case of any issuance of Additional Notes, certify that such issuance is in compliance with Section 4.12 and whether such Additional Notes are initially to be issued bearing the CompanyPrivate Placement Legend (and thus initially be Restricted Securities). Each In addition, each such written order Authentication Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated, authenticated and whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes. Upon the Trustee’s receipt of an Authentication Order for authentication of PIK Notes to be delivered to Holders of the Notes on an Interest Payment Date prior to Maturity of such Notes in satisfaction of the portion of the aggregate installment of interest due and whether payable on such Notes on such Interest Payment Date constituting the PIK Interest Amount with respect to such Interest Payment Date for such Notes, the Trustee shall authenticate for original issue additional Notes constituting PIK Notes (or increase the principal amount of any Global Notes previously authenticated hereunder) in an aggregate principal amount equal to such PIK Interest Amount with respect to such Interest Payment Date for such Notes, all as specified in such Authentication Order. Each such Authentication Order shall specify the respective amount of the additional Notes constituting PIK Notes to be authenticated or principal amount of Global Notes previously authenticated to be increased and the Interest Payment Date on which the additional Notes constituting PIK Notes are to be issued as Physical Notes authenticated or the principal amount of Global Notes is to be increased. On any Interest Payment Date on which the Company pays PIK Interest on any Notes by increasing the principal amount of any Global Note previously authenticated hereunder, the Trustee shall increase the principal amount of such Global Note by an amount equal to the PIK Interest Amount with respect to such Interest Payment Date for such Notes, rounded up to the nearest $1.00, to the credit of the Holders of such Notes as of the relevant Record Date for such Interest Payment Date, pro rata in accordance with their interests, and an adjustment shall be made on the books and records of the Registrar with respect to such Global Note by the Registrar to reflect such increase. On any Interest Payment Date on which the Company pays PIK Interest on any Notes by issuing additional Notes constituting PIK Notes, the Trustee shall deliver to the Holders of such Notes as of the relevant Record Date for such Interest Payment Date additional Notes constituting PIK Notes having an aggregate principal amount equal to the PIK Interest Amount with respect to such Interest Payment Date for such Notes, with the principal amount thereof rounded up to the nearest $1.00. The Company shall deliver to the Trustee an Authentication Order requesting the Trustee to authenticate, and, upon receipt of such Authentication Order, the Trustee shall authenticate, Notes upon exchange for other Notes in accordance with Sections 2.14(e), 2.15(e), 3.07, 4.15, 4.19 or such other information 9.05. At the same time as the Trustee may reasonably requestRegistrar registers on its records an increase or decrease in the principal amount of any Global Note, the Trustee, as custodian for the Depository, shall notate such increase or decrease on the schedule of increases or decreases to such Global Note. All Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes shall have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 2,000 in principal amount and any integral multiple thereof. Subject of $1,000 in excess of $2,000, subject to applicable lawthe payment of interest on any Notes on any Interest Payment Date by issuance of PIK Notes, in which case the aggregate principal amount of the Global Notes which previously authenticated hereunder may be authenticated and delivered on increased by, or additional Notes constituting PIK Notes may be issued in, integral multiples of $1.00 in an aggregate principal amount equal to the Issue PIK Interest Amount with respect to such Interest Payment Date shall not exceed $250,000,000; provided that, for such Notes rounded up the nearest whole dollar. Each PIK Note is an additional obligation of the Company mayand shall be governed by, without and entitled to the consent of the Holdersbenefits of, issue additional Notes under this Indenture at any and shall be subject to the terms of this Indenture, shall rank pari passu with and be subject to the same terms (including the rate of interest from time thereafterto time payable thereon) as all other Notes (except, as the case may be, with respect to the issue date).

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (duly authorized by all requisite corporate actions) Two Officers shall sign and attest to the Notes Securities for the Company by facsimile or manual or facsimile signature. The Company's seal may be reproduced or imprinted on the Securities, by facsimile or otherwise. If an Officer a Person whose signature is on a Note was Security as an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NoteSecurity, the Note Security shall nevertheless be validvalid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate all and make available for delivery (i) Initial Notes; Securities for original issue in an aggregate principal amount of $100,000,000, and (ii) Exchange Securities or Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Securities in accordance with the Registration Rights Agreement, in each case upon a written order Registrar of the Company in the form of signed by an Officers’ Certificate Officer of the CompanyCompany to a Trust Officer. Each such written The order shall specify the amount of Notes Securities to be authenticated and authenticated, the date on which the Notes Securities are to be authenticated, authenticated and whether the Notes Securities are to be Initial NotesSecurities, Exchange Securities or Private Exchange Notes or Unrestricted Notes Notes. The aggregate principal amount of Securities outstanding at any time may not exceed $100,000,000, except as provided in Section 2.07. The Securities shall be issuable only in registered form and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably requestonly in denominations of $1,000 and any integral multiple thereof. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notesthe Securities, which authenticating agent shall be compensated by the Company. Unless otherwise provided in limited by the terms of such appointment, an Authenticating Agent authenticating agent may authenticate Notes Securities whenever the Trustee may do so, except with regard to the original issuance of the Securities and pursuant to Section 2.06. Each Except as provided in the preceding sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent any Agent. If the Securities are to deal with be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or with any Affiliate of the Company. The Notes more Global Securities that (i) shall represent and shall be issuable in fully registered form only, without coupons, in minimum denominations of $1,000 and any integral multiple thereof. Subject to applicable lawor in the approximate equivalent amount, (ii) shall be registered in the aggregate principal amount name of the Notes which may Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated delivered by the Trustee to such Depository or pursuant to such Depository's instructions and delivered on (iv) shall bear the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.legend set forth in Exhibit C.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in an aggregate principal amount not to exceed $172,000,000, (ii) Private Exchange Notes from time to time after the Issue Date for issue only in exchange for a like principal amount of Initial Notes or Additional Notes, and (iii) Unrestricted subject to compliance with Section 4.08, one or more series of Additional Notes from time to time in an unlimited amount, in each case, upon a written order orders of the Company in the form of an Officers’ Certificate, which Officers’ Certificate shall, in the case of any issuance of Exchange Notes, certify that such issuance is pursuant to and in compliance with the Registration Rights Agreement and, in the case of any issuance of Additional Notes, certify that such issuance is in compliance with Section 4.08, and receipt of an Opinion of Counsel addressed to the Trustee covering such matters as the Trustee reasonably requests, including an opinion relating to the validity and enforceability of the CompanyIndenture Documents against the Company and the Guarantors, as applicable. Each such written order In addition, each Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticated and whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes. All Notes issued under this Indenture shall vote and whether consent together on all matters as one class and no series of Notes shall have the Notes are right to be issued vote or consent as Physical Notes or Global Notes or such other information as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 in principal amount and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company LNR (duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company LNR by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $350,000,000 (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time only (A) in exchange for a like principal amount of Initial Notes or (B) in an aggregate principal amount of not more than the excess of $350,000,000 over the sum of the aggregate principal amount of (1) Initial Notes then outstanding, (2) Private Exchange Notes then outstanding, (3) Unrestricted Notes issued in accordance with (iii)(A) above, and (4) the aggregate principal amount of Notes, if any, theretofore redeemed or paid, in each case upon a written order of the Company LNR in the form of an Officers’ Certificate of the CompanyLNR. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The aggregate principal amount of Notes outstanding at any time may not exceed $350,000,000, except as provided in Sections 2.7 and 2.8. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company LNR to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company LNR or with any Affiliate of the CompanyLNR. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. On May 11, 1999, the Trustee shall authenticate and deliver $100.0 million of 11 1/2% Senior Subordinated Notes Due 2009 in the form of Initial Notes. In addition, the Trustee shall authenticate Exchange Notes and Private Exchange Notes, as applicable, for original issue in the aggregate principal amount not to exceed $100.0 million, in each case upon a written order of the Company in the form of an Officers' Certificate, provided that such Exchange Notes and Private Exchange Notes shall be issuable only upon the valid surrender for cancellation of such Initial Notes of a like aggregate principal amount. Further, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount specified, in each case in a written order of the Company in the form of an Officers' Certificate. Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after May 11, 1999, shall certify that such issuance will not be prohibited by Section 4.09. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer The Notes shall be executed on behalf of the Company (duly authorized by all requisite corporate actions) shall sign and attest to two Officers of the Company. The signature of any Officer on the Notes for the Company by may be manual or facsimile signaturefacsimile. If an Officer or Assistant Secretary whose manual or facsimile signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A No Note shall not be entitled to any benefit under this Indenture or be valid until an authorized signatory of the Trustee manually signs the or obligatory for any purpose, unless there appears on such Note a certificate of authentication on substantially in the Note. The signature form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated under this Indentureand delivered hereunder. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $125,000,000 and (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Notes, in each case upon a written order of the Company in the form of an Officers’ ' Certificate. The Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Notes or a Global Notes Note or such other information as the Trustee may reasonably request. The aggregate principal amount of Notes outstanding at any time may not exceed $125,000,000, except as provided in Section 3.05 hereof. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An One Officer of the Company (duly authorized by all requisite corporate actions) and each Guarantor shall sign and attest to the Notes for the Company and the Guarantees for the Guarantors by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange the Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In the event that the Company shall issue and the Trustee shall authenticate any Notes issued under this Indenture subsequent to the Issue Date, the Company shall use its reasonable efforts to obtain the same “CUSIP” number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may obtain a “CUSIP” number for such Notes that is different than the “CUSIP” number printed on the Notes then outstanding. Notwithstanding the foregoing, 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 an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Trustee is authorized to enter into a letter of representation with the Depository in the form provided to the Trustee by the Company and to act in accordance with such letter. The Trustee is authorized to enter into the Security Agreement and to act in accordance therewith. Subject to Article Four, the aggregate principal amount of Notes of any series which may be authenticated by the Trustee and delivered under this Indenture is unlimited. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Subsidiary Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $200,000,000, (ii) Private Exchange Notes from time subject to time for issue only in exchange for a like principal amount of Initial Section 4.12, Additional Notes and (iii) Unrestricted Notes from time to time Exchange Notes, in each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the CompanyOfficer’s Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this Indenture, except for Section 4.12, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple of $1,000 in excess thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An A duly authorized Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Company, and a duly authorized officer of each Guarantor shall sign the Guarantees for the Guarantors, in each case by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, upon Company Order the Trustee shall authenticate all and deliver (i) Initial Notes; Dollar Notes for original issue in an aggregate principal amount not to exceed $175,000,000 and (ii) Private Exchange Euro Notes for original issue in an aggregate principal amount not to exceed €135,000,000. In addition, at any time, from time to time for issue only in exchange for a like principal amount of Initial time, the Trustee shall authenticate and deliver Exchange Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate Unrestricted Notes, upon a written notice of the CompanyCompany for original issuance in the aggregate principal amount specified in such order for original issue in the aggregate principal amount, provided that Exchange Notes shall be issuable only upon the valid surrender for cancellation of Global Securities or other Notes of a like series and aggregate principal amount. Each Additional Notes may be issued in accordance with Sections 2.01 and 2.18. Any such written order shall Company Order may specify the amount and series of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the such Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or and such other information as the Trustee may reasonably requestrequest and, in the case of an issuance of Additional Notes pursuant to Section 2.18 after the Issue Date, shall certify that such issuance will not be prohibited by Section 4.12. Notwithstanding the foregoing, except as provided in Section 9.02, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. For purposes of voting (or any other matter requiring a determination based on a percentage of principal amount of Notes outstanding), the aggregate principal amount of outstanding Euro Notes will be calculated using the noon buying rate in The City of New York for cable transfers in euros as certified for customs purposes by the Federal Reserve Bank of New York (the “Noon Buying Rate”) of $1.339 per euro on December 3, 2004. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Euro Paying Agent is initially appointed as authentication agent for the Euro Notes. The Dollar Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the The Euro Notes which may shall be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company mayissuable in fully registered form only, without the consent coupons, in denominations of the Holders, issue additional Notes under this Indenture at €1,000 and any time thereafterintegral multiple thereof.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) actions shall sign and attest to execute the Notes for the Company Company, and one officer shall sign the Guarantees for the Guarantors by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, upon Company order the Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange and deliver EU200 million of 10 1/8% Senior Subordinated Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company due 2009 in the form of an Officers’ Certificate Initial Notes. In addition, at any time, from time to time, the Trustee shall authenticate and deliver Unrestricted Notes upon a written notice of each of the Company, for original issuance in the aggregate principal amount specified in such order for original issue in the aggregate principal amount, PROVIDED that Unrestricted Notes shall be issuable only upon the valid surrender for cancellation of Global Securities or other Notes of a like aggregate principal amount. Each Additional Notes shall be issued in accordance with Sections 2.01 and 2.18. Any such written order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or and such other information as the Trustee may reasonably request, and, in the case of an issuance of Additional Notes pursuant to Section 2.18 after the Issue Date, shall certify that such issuance will not be prohibited by Section 4.12. Notwithstanding the foregoing, except as provided in Section 9.02, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. For purposes of voting, the aggregate principal amount of outstanding Dollar Notes will be calculated by the Company at a rate of EU1.00 per US$0.932535. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 or EU1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company Issuer by manual or facsimile electronic signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory officer of the Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; the Notes for original issue on the Issue Date in the aggregate principal amount not to exceed U.S.$600,000,000 and (ii) Private Exchange one or more series of Additional Notes from time to time for issue only in exchange for a like principal an unlimited amount of Initial Notes and (iii) Unrestricted Notes from time to time in each case upon a written order orders of the Company Issuer in the form of an Officers’ Certificate. In addition, each Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical initial Notes or Global Additional Notes. All Notes issued under this Indenture shall vote and consent together on all matters as one class, and no series of Notes shall have the right to vote or such other information consent as a separate class on any matter. The Trustee shall have the right to decline to authenticate and deliver any Additional Notes under this Section 2.02 if the Trustee reasonably determines that such action may reasonably requestnot lawfully be taken by the Issuer or if the Trustee in good faith by a trust committee of Trust Officers shall determine that such action would expose the Trustee to personal liability to existing Holders. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate Issuer and Affiliates of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in minimum denominations of $1,000 U.S.$200,000 in principal amount and any integral multiple multiples of U.S.$1,000 in excess thereof. Subject to applicable lawIf such form or terms have been so established, the aggregate Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. The Issuer may from time to time, without notice to or consent of the Holders of the Notes, create and issue an unlimited principal amount of Additional Notes of the same series as the Notes which may be authenticated and delivered originally issued on the Issue Date shall Date, provided that if the Additional Notes are not exceed $250,000,000; provided thatfungible with such Notes for United States federal income tax purposes, the Company may, without the consent of the Holders, issue additional Additional Notes under this Indenture at any time thereafterwill have a different CUSIP number or numbers and will be represented by a different Global Note or Notes.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence evidence, and the only evidence, that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $210,000,000 (ii) Private Exchange Notes from time to time for issue only pursuant to the Registration Rights Agreement in exchange for a like principal amount of Initial Notes or Additional Notes, and (iii) Unrestricted subject to compliance with Section 4.12, one or more series of Additional Notes from time to time for original issue after the Issue Date, in each case upon a written order orders of the Company in the form of an Officers’ Certificate, which Officers’ Certificate shall, in the case of the Companyany issuance of Additional Notes, certify that such issuance is in compliance with Section 4.12. Each such written order In addition, each Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes. All Notes issued under this Indenture shall vote and whether consent together on all matters as one class and no series of Notes shall have the Notes are right to be issued vote or consent as Physical Notes or Global Notes or such other information as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 in principal amount and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (duly authorized by all requisite corporate actions) Two Officers shall sign and attest to the Notes Securities for the Company by facsimile or manual or facsimile signature. The Company's seal may be reproduced or imprinted on the Securities, by facsimile or otherwise. If an Officer a Person whose signature is on a Note was Security as an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NoteSecurity, the Note Security shall nevertheless be validvalid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate all and make available for delivery (i) Initial Notes; Securities for original issue in an aggregate principal amount of $150,000,000, and (ii) Exchange Securities or Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Securities in accordance with the Registration Rights Agreement, in each case upon a written order of the Company in the form of signed by an Officers’ Certificate Officer of the CompanyCompany to a Trust Officer. Each such written The order shall specify the amount of Notes Securities to be authenticated and authenticated, the date on which the Notes Securities are to be authenticated, authenticated and whether the Notes Securities are to be Initial NotesSecurities, Exchange Securities or Private Exchange Notes or Unrestricted Notes Notes. The aggregate principal amount of Securities outstanding at any time may not exceed $150,000,000, except as provided in Section 2.07. The Securities shall be issuable only in registered form and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably requestonly in denominations of $1,000 and any integral multiple thereof. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notesthe Securities, which authenticating agent shall be compensated by the Company. Unless otherwise provided in limited by the terms of such appointment, an Authenticating Agent authenticating agent may authenticate Notes Securities whenever the Trustee may do so, except with regard to the original issuance of the Securities and pursuant to Section 2.06. Each Except as provided in the preceding sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent any Agent. If the Securities are to deal with be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or with any Affiliate of the Company. The Notes more Global Securities that (i) shall represent and shall be issuable in fully registered form only, without coupons, in minimum denominations of $1,000 and any integral multiple thereof. Subject to applicable lawor in the approximate equivalent amount, (ii) shall be registered in the aggregate principal amount name of the Notes which may Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated delivered by the Trustee to such Depository or pursuant to such Depository's instructions and delivered on (iv) shall bear the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.legend set forth in Exhibit C.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) actions shall sign and attest to execute the Notes for the Company Company, and one officer shall sign the Guarantee for the Guarantor by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, upon Company order the Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like and deliver $875,000,000 principal amount at maturity of Initial 15% Senior Secured Discount Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company due 2008 in the form of an Officers’ Certificate Initial Notes. In addition, at any time, from time to time, the Trustee shall authenticate and deliver Unrestricted Notes in the form of Exchange Initial Notes upon a written notice of the Company, for original issuance in the aggregate principal amount at maturity specified in such order, provided that Unrestricted Notes shall be issuable only upon the valid surrender for cancellation of Global Securities or other Notes of a like aggregate principal amount at maturity. Each Any such written order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or and such other information as the Trustee may reasonably request. Notwithstanding the foregoing, except as provided in Section 9.02, all Initial Notes and Unrestricted Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) as one class. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 in aggregate principal amount at maturity and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. Each Guarantor, if any, shall execute the Guarantee in the manner set forth in Section 11.09. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time original issue, upon a written order orders of the Company in the form of an Officers’ ' Certificate. The Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication. The aggregate principal amount of Notes outstanding at any time may not exceed $21,500,000, whether except as provided in Section 2.07. The Trustee shall not be required to authenticate Notes if the issuance of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes are and this Indenture in a manner which is not reasonably acceptable to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably requestTrustee. 213 -33- The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer Two officers of the Company (duly authorized by all requisite corporate actions) a Controlling Partner shall sign and attest to the Notes for the Company by facsimile or manual or facsimile signature. The Controlling Partner's corporate seal, if any, may be reproduced or imprinted on the Notes. If an Officer a Person whose signature is on a Note was an Officer at the time of such execution but Notes no longer holds that office or position at the relevant Controlling Partner at the time the Trustee authenticates the NoteNotes, the Note Notes shall nevertheless be valid. A Note In addition, if a Person does not hold an office or position at the time the Notes are authenticated, but holds such office or position on or prior to the delivery of the Notes, the Notes shall nevertheless be valid. If the Controlling Partner whose officers signed the Notes for the Company is no longer a Controlling Partner at the time the Trustee authenticates the Notes, the Notes shall nevertheless be valid. The Notes shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteNotes. The Trustee's signature shall be conclusive evidence that the Note has Notes have been authenticated under this Indenture. The Trustee shall authenticate all for original issuance up to $__________ in aggregate principal amount of Notes upon receipt of (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company signed by two officers of a Controlling Partner and (ii) an Opinion of Counsel addressed to the Trustee and the Noteholders in substantially the form of an Officers’ Certificate of the Company. Each such attached hereto as Exhibit B. The written order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated, whether the names, addresses and denominations in which the Notes are shall be registered and to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether whom the Notes are to shall be issued delivered. The aggregate principal amount of the Notes outstanding at any time under this Indenture may not exceed $__________ , except as Physical Notes or Global Notes or such other information as the Trustee may reasonably requestprovided in Section 2.7 of this Indenture. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes, which authenticating agent shall be compensated by the Company. Unless otherwise provided in limited by the terms of such appointment, an Authenticating Agent authenticating agent may authenticate -------- 3 This assumes that the Confirmation Order will provide that in lieu of issuing Notes in denominations of less than $1,000, the Company will pay to each unsecured creditor an amount of cash equal to the principal amount of the Note that otherwise would have been issued to such unsecured creditor. the Notes whenever the Trustee may do so. Each Except as provided in the preceding sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an any Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Subsidiary Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $325,000,000, (ii) Private Exchange Notes from time subject to time for issue only in exchange for a like principal amount of Initial Section 4.12, Additional Notes and (iii) Unrestricted Notes from time to time Exchange Notes, in each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the CompanyCertificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this Indenture, except for Section 4.12, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall, in each case, have been duly authorized by all requisite corporate actions) of the Company shall sign and attest to execute the Parent Notes for the Company by manual or facsimile signature. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) of the Subsidiary Issuer shall execute the Subsidiary Issuer Notes for the Subsidiary Issuer by manual or facsimile signature. An Officer (who shall, in each case, have been duly authorized by all requisite corporate actions) of the Company and Subsidiary Issuer shall execute the Units by manual or facsimile signature. If an Officer whose signature is on a Unit or a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the such Unit or Note, the such Unit or Note shall nevertheless be valid. A Unit or a Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the such Unit or Note. The signature shall be conclusive evidence that the Unit or Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) 125,000 Initial Units, each Unit consisting of (a) $500 principal amount of Parent Notes (being an aggregate principal amount of $62,500,000 of Parent Notes; ) and (b) $500 principal amount of Subsidiary Issuer Notes (being an aggregate principal amount of $62,500,000 of Subsidiary Issuer Notes), for original issue, (ii) Private Exchange Units, consisting of (a) $500 principal amount of Parent Notes and (b) $500 principal amount of Subsidiary Issuer Notes, from time to time for issue only in exchange for a like principal amount of Initial Notes Units, and (iii) Unrestricted subject to compliance with SECTION 4.12, one or more series of Units or Notes from time to time for original issue after the Issue Date in an unlimited amount ("ADDITIONAL UNITS") in each case upon a written order orders of the Company such Issuers in the form of an Officers’ ' Certificate, which Officers' Certificate shall, in the case of the Companyany issuance of Additional Units, certify that such issuance is in compliance with SECTION 4.12. Each such written order In addition, each Officers' Certificate shall specify the amount of Units and Notes to be authenticated and the date on which the Notes Units are to be authenticated, whether and shall specify the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are amount of such Units to be issued as the Global Units, Offshore Physical Units or U.S. Physical Units. All Units issued under this Indenture shall vote and consent together on all matters as one class and no series of Units will have the right to vote or consent as a separate class on any matter. No Notes will have the right to vote or Global Notes or such other information as consent separate from the Trustee may reasonably requestUnit to which they relate. The Trustee may appoint an authenticating agent (the “Authenticating Agent”"AUTHENTICATING AGENT") at the Company's expense reasonably acceptable to the Company to authenticate Units and Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Units and Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate Company, the Subsidiary Issuer, and Affiliates of the Company. The Notes and Units shall be issuable only in fully registered form only, without coupons, coupons and only in denominations of (i) $500 for the Parent Notes, (ii) $500 for the Subsidiary Issuer Notes and (iii) $1,000 and for the Units; or in each case, any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An One Officer of the Company (duly authorized by all requisite corporate actions) each Issuer shall sign and attest to the Notes for the Company such Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes for original issue from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time one or more series upon a written order of the Company Issuers in the form of an Officers’ Certificate of the CompanyOfficer's Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may shall reasonably request. Initially, the Trustee shall authenticate $350 million in Notes, and additional amounts of Notes not to exceed in the aggregate $300 million may be issued at any time and from time to time after the Issue Date and before the one year anniversary of the Issue Date; provided that any such issuance shall be subject to the limitations contained in Section 9.2 of the Participation Agreement and the other agreements governing any of BRL's, UCH's and UCI's obligations. Proceeds from the issuance of any additional Notes, as well as a corresponding increase in the BRL Term Loan and Equity Contribution, shall be applied by BRL to purchase additional items of Equipment to lease to UCI under the Equipment Lease Agreement; provided that at the time of any additional issuance of Notes, the Issuers shall ensure that all items of Equipment subject to the Equipment Lease Agreement shall have Appraisals which reflect an aggregate value that equals or exceeds the Acquisition Cost of such items of Equipment, and will constitute additional Collateral. The Notes shall be issued only in fully registered form, without coupons and only in denominations of $1,000 and any integral multiple thereof. 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 an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company Holders or with any an Affiliate of the Company. The Notes shall be issuable in fully registered form onlyIssuers, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafterUCI or UCH.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. On the Issue Date, the Trustee shall authenticate and deliver $200.0 million of 10.75% Series A Senior Subordinated Notes due 2011 in the form of Initial Notes. In addition, at any time, and from time to time, the Trustee shall authenticate and deliver additional Notes upon a written notice of the Company, for original issuance in the aggregate principal amount specified in such order; provided, however, that such amount shall not exceed $300.0 million -------- ------- (except as provided in Section 2.06); provided further that Exchange Notes and -------- ------- Private Exchange Notes shall be issuable only upon the valid surrender for cancellation of such Initial Notes of a like aggregate principal amount. Any such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “"Authenticating -------------- Agent”") reasonably acceptable to the Company to authenticate Notes. Unless ----- otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent with respect to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable lawNotes 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, substantially in the form set forth in Exhibit A ("Global Securities"), ----------------- deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth in the Appendix. The aggregate principal amount of the Notes which any Global Security may from time to time be authenticated and delivered increased or decreased by adjustments made on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent records of the HoldersTrustee, issue additional Notes under this Indenture at any time thereafter.as custodian for the Depository, as hereinafter provided. Securities offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of certificated Securities in registered form set forth in Exhibit A-1 ("Offshore Physical Securities"). ----------------------------

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) actions shall sign and attest to execute the Notes for the Company Company, and one officer shall sign the Guarantees for the Guarantors by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, upon Company Order the Trustee shall authenticate all and deliver (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like $250,000,000 aggregate principal amount of Initial Fixed Rate Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate Initial Fixed Rate Notes and (ii) $100,000,000 aggregate principal amount of Floating Rate Notes in the form of Initial Floating Rate Notes. In addition, at any time, from time to time, the Trustee shall authenticate and deliver Unrestricted Notes upon a written notice of each of the Company, for original issuance in the aggregate principal amount specified in such order for original issue in the aggregate principal amount, provided that Unrestricted Notes shall be issuable only upon the valid surrender for cancellation of Global Securities or other Notes of a like aggregate principal amount. Each Additional Notes shall be issued in accordance with Sections 2.01 and 2.18. Any such written order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or Securities and such other information as the Trustee may reasonably request, and, in the case of an issuance of Additional Notes pursuant to Section 2.18 after the Issue Date, shall certify that such issuance will not be prohibited by Section 4.12. Notwithstanding the foregoing, except as provided in Section 9.02, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) 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 an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed £33,000,000, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes or Additional Notes, and (iii) Unrestricted subject to compliance with Section 4.08, one or more series of Additional Notes from time to time in an unlimited amount in each case upon a written order orders of the Company in the form of an Officers’ ' Certificate, which Officers' Certificate shall, in the case of the Companyany issuance of Additional Notes, certify that such issuance is in compliance with Section 4.08. Each such written order In addition, each Officers' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes. All Notes issued under this Indenture shall vote and whether consent together on all matters as one class and no series of Notes shall have the Notes are right to be issued vote or consent as Physical Notes or Global Notes or such other information as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in minimum denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate £50,000 in principal amount and integral multiples of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter£1,000 in excess thereof.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary of the Company Issuer and each Guarantor and the Subordinated Guarantor, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate or other actions) shall sign and attest to to, the Notes for the Company Issuer, the Guarantees for the Guarantors and the Subordinated Guarantee for the Subordinated Guarantor by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note Note, a Guarantee or a Subordinated Guarantee was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $350,000,000, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes issued on the Issue Date and (iii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes or Private Exchange Notes being exchanged, in each case upon a written order of the Company Issuer in the form of an Officers’ Certificate of the CompanyIssuer. Subject to compliance with Sections 4.09 and 4.14, additional notes (the “Additional Notes”), whether as Initial Notes or Unrestricted Notes, and in the case of Initial Notes, any Private Exchange Notes or Unrestricted Notes issued in exchange for such Initial Notes in unlimited amounts may be issued from time to time, upon written order of the Issuer in the form of an Officers’ Certificate of the Issuer. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clauses (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Private Exchange Notes or the Unrestricted Notes, as the case may be, complies with this Indenture and has been duly authorized by the Issuer. In the event that the Issuer shall issue and the Trustee shall authenticate any Notes issued under this Indenture subsequent to the Issue Date, the Issuer shall use its commercially reasonable efforts to obtain the same “CUSIP” number for such Notes as is printed on the Notes of the same type (i.e., Initial Notes, Private Exchange Notes or Unrestricted Notes, as applicable) outstanding at such time; provided, however, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes or if the Issuer is unable to use such “CUSIP” numbers for any other reason set forth by the counsel giving such Opinion of Counsel, the Issuer may obtain a “CUSIP” number for such Notes that is different than the “CUSIP” number printed on the Notes then outstanding. Notwithstanding the foregoing, 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 an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $132,566,664.68 and (ii) Private Exchange subject to compliance with Section 4.12, one or more series of Notes from time for original issue after the Issue Date (such Notes to time for issue only be substantially in exchange for a like principal the form of Exhibit A hereto or Exhibit B hereto) in an unlimited amount of Initial Notes and (iii“Additional Notes”) Unrestricted Notes from time to time in each case upon a written order orders of the Company in the form of an Officers’ Certificate, which Officers’ Certificate shall, in the case of the Companyany issuance of Additional Notes, certify that such issuance is in compliance with Section 4.12. Each such written order In addition, each Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, Private Exchange and shall further specify that such Notes or Unrestricted Notes and whether the Notes are to shall be issued as Physical Notes or Global Notes or such other information Physical Notes. 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 Trustee may reasonably requestright to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary of the Company Issuer and each Guarantor and the Subordinated Guarantor, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate or other actions) shall sign and attest to to, the Notes for the Company Issuer, the Guarantees for the Guarantors and the Subordinated Guarantee for the Subordinated Guarantor by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note Note, a Guarantee or a Subordinated Guarantee was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $150,000,000, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes issued on the Issue Date and (iii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes or Private Exchange Notes being exchanged, in each case upon a written order of the Company Issuer in the form of an Officers’ ' Certificate of the CompanyIssuer. Subject to compliance with Sections 4.09 and 4.14, additional Notes, whether as Initial Notes or Unrestricted Notes, and in the case of Initial Notes, any Private Exchange Notes or Unrestricted Notes issued in exchange for such Initial Notes in unlimited amounts may be issued from time to time, upon written order of the Issuer in the form of an Officers' Certificate of the Issuer. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clauses (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Private Exchange Notes or the Unrestricted Notes, as the case may be, complies with this Indenture and has been duly authorized by the Issuer. In the event that the Issuer shall issue and the Trustee shall authenticate any Notes issued under this Indenture subsequent to the Issue Date, the Issuer shall use its commercially reasonable efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes of the same type (i.e., Initial Notes, Private Exchange Notes or Unrestricted Notes, as applicable) outstanding at such time; PROVIDED, HOWEVER, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee, to be a different class of security than the Notes outstanding at such time for federal income tax purposes or if the Issuer is unable to use such CUSIP numbers for any other reason set forth by the counsel giving such Opinion of Counsel, the Issuer may obtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Notwithstanding the foregoing, 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 an authenticating agent (the “Authenticating Agent”"AUTHENTICATING AGENT") reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer Two Officers of the Company shall sign (each of whom shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount at maturity not to exceed $242,500,000 and (ii) Private Exchange Notes from time to time for original issue only in an exchange offer, pursuant to the Registration Rights Agreement, for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Notes, in each case upon a written order of the Company in the form of an Officers’ ' Certificate of the CompanyCompany and, in the case of the original issuance of any Exchange Note, upon the valid surrender for cancellation of one or more Initial Notes in the same aggregate principal amount in accordance with such exchange offer. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an authenticating agent (Opinion of Counsel of the “Authenticating Agent”) Company in a form reasonably acceptable satisfactory to the Company to authenticate Notes. Unless otherwise provided in Trustee stating that the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate issuance of the Company. The Exchange Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall does not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.give rise

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary of the Company and each Guarantor, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company and the Guarantees for the Guarantors by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note or a Guarantee was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $300,000,000 in one or more series (of which no more than $100,000,000 may be issued after the Issue Date, provided that such subsequent issuance complies with Section 4.12 (other than clause (i) of the definition of Permitted Indebtedness) and no Default or Event of Default exists under this Indenture at the time of such subsequent issuance or will result therefrom), (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes Notes, and (iii) Unrestricted Notes from time to time only (A) in exchange 45 - 37 - for a like principal amount of Initial Notes or (B) in an aggregate principal amount of not more than the excess of $300,000,000 over the sum of the aggregate principal amount of (x) Initial Notes then outstanding, (y) Private Exchange Notes then outstanding and (z) Unrestricted Notes issued in accordance with (iii)(A) above, in each case upon a written order of the Company in the form of an Officers’ ' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The aggregate principal amount of Notes outstanding at any time may not exceed $300,000,000, except as provided in Section 2.07. In the event that the Company shall issue and the Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable shall authenticate any Notes issued under this Indenture subsequent to the Issue Date pursuant to clauses (i) and (iii) of the first sentence of the immediately preceding paragraph, the Company shall use its reasonable efforts to authenticate Notes. Unless otherwise provided obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in the appointment, an Authenticating Agent may authenticate Notes whenever a form reasonably satisfactory to the Trustee to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may do soobtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Notes then outstanding. Each reference in Notwithstanding the foregoing, 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 authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights vote or consent as an Agent to deal with the Company or with a separate class on any Affiliate of the Companymatter. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject The Trustee is authorized to applicable law, enter into a letter of representation with the aggregate principal amount of Depository in the Notes which may be authenticated and delivered on form provided to the Issue Date shall not exceed $250,000,000; provided that, Trustee by the Company may, without and to act in accordance with such letter. The Trustee is authorized to enter into the consent of the Holders, issue additional Notes under this Indenture at any time thereafterEscrow Agreement and to act in accordance therewith.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite requi- site corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $123,000,000 and (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Notes, in each case upon a written order orders of the Company in the form of an Officers’ ' Certificate. The Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes or Exchange Notes, Private Exchange and shall further specify the amount of such Notes or Unrestricted Notes and whether the Notes are to be issued as the Global Note, Offshore Physical Notes or Global U.S. Physical Notes. The aggregate principal amount of Notes or such other information outstanding at any time may not exceed $123,000,000 except as provided in Section 2.07. In the event that the Company shall issue and the Trustee shall authenticate any Securities issued under this Indenture subsequent to the Issue Date pursuant to clause (ii) of the first sentence of the immediately preceding paragraph, the Company shall use its reasonable best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided, however, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may reasonably requestobtain a "CUSIP" number for such Notes that is different than the "CUSIP" number printed on the Securities then outstanding. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Subsidiary Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Third Supplemental Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $500,000,000 and (ii) Private Exchange Notes from time subject to time for issue only Section 4.12, Additional Notes, in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the Company(an “Authentication Order”). Each such written order Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this Third Supplemental Indenture, except for Section 4.12, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes complies with this Third Supplemental Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Third Supplemental Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent 1,000 in excess of the Holders, issue additional Notes under this Indenture at any time thereafter$2,000.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Subsidiary Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $300,000,000, (ii) Private Exchange Notes from time subject to time for issue only in exchange for a like principal amount of Initial Section 4.12, Additional Notes and (iii) Unrestricted Notes from time to time Exchange Notes, in each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the Company(an “Authentication Order”). Each such written order Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this Indenture, except for Section 4.12, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time 1,000 thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company shall sign (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer of the Company at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $140,000,000, (ii) Private Exchange Notes from time to time and (iii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Notes, in each case upon a written order orders of the Company in the form of an Officers’ ' Certificate. The Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes, and shall further specify the amount of such Notes and whether the Notes are to be issued as Physical Notes or the Global Notes or Physical Notes. The aggregate principal amount of Notes outstanding at any time may not exceed $140,000,000, except as provided in Section 2.07. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such other information written order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee stating that the issuance of the Exchange Notes or Private Exchange Notes, as the Trustee case may reasonably requestbe, does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Company. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary of the Company and each Guarantor, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company and the Guarantees for the Guarantors by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note or a Guarantee was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteNote by manual or facsimile signature. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes for original issue in the aggregate principal amount of $150,000,000 in one or more series, and subject to Section 4.12, Additional Notes; , (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes Notes, and subject to Section 4.12, Additional Notes, if any, (iii) Unrestricted Exchange Notes from time to time only in exchange for a like principal amount of Initial Notes, and Additional Notes, if any, and (iv) Additional Notes in accordance with this Section 2.02, in each case upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint In addition, with respect to authentication pursuant to clauses (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an authenticating agent (Opinion of Counsel of the “Authenticating Agent”) Company in a form reasonably acceptable satisfactory to the Company Trustee stating that the issuance of the Private Exchange Notes or the Exchange Notes, as the case may be, does not give rise to authenticate Notes. Unless otherwise provided in the appointmentan Event of Default, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in complies with this Indenture to authentication and has been duly authorized by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $90,000,000 and (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Notes, in each case upon a written order of the Company in the form of an Officers’ Certificate of the Company. Each such written Such order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Notes or a Global Notes Note or such other information as the Trustee may reasonably request. The aggregate principal amount of Notes outstanding at any time may not exceed $90,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable lawThe Company, the aggregate principal amount Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to the provisions of this Indenture and the Notes which may be authenticated with respect to record dates) interest on such Note, whether or not such Note is overdue, and delivered on neither the Issue Date shall not exceed $250,000,000; provided thatCompany, the Company may, without the consent Trustee nor any agent of the Holders, issue additional Notes under this Indenture at any time thereafterCompany or the Trustee shall be affected by notice of the contrary.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (duly authorized by all requisite corporate actions) Two Officers shall sign and attest to the Notes Securities for the Company by facsimile or manual or facsimile signature. The Company's seal may be reproduced or imprinted on the Securities, by facsimile or otherwise. If an Officer a Person whose signature is on a Note was Security as an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NoteSecurity, the Note Security shall nevertheless be validvalid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate all and make available for delivery (i) Initial Notes; Securities for original issue in an aggregate principal amount of $155,000,000, and (ii) Exchange Securities or Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Securities in accordance with the Registration Rights Agreement, in each case upon a written order of the Company in the form of signed by an Officers’ Certificate Officer of the CompanyCompany to a Trust Officer. Each such written The order shall specify the amount of Notes Securities to be authenticated and authenticated, the date on which the Notes Securities are to be authenticated, authenticated and whether the Notes Securities are to be Initial NotesSecurities, Exchange Securities or Private Exchange Notes or Unrestricted Notes Notes. The aggregate principal amount of Securities outstanding at any time may not exceed $155,000,000, except as provided in Section 2.07. The Securities shall be issuable only in registered form and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably requestonly in denominations of $1,000 and any integral multiple thereof. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notesthe Securities, which authenticating agent shall be compensated by the Company. Unless otherwise provided in limited by the terms of such appointment, an Authenticating Agent authenticating agent may authenticate Notes Securities whenever the Trustee may do so, except with regard to the original issuance of the Securities and pursuant to Section 2.06. Each Except as provided in the preceding sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent any Agent. If the Securities are to deal with be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or with any Affiliate of the Company. The Notes more Global Securities that (i) shall represent and shall be issuable in fully registered form only, without coupons, in minimum denominations of $1,000 and any integral multiple thereof. Subject to applicable lawor in the approximate equivalent amount, (ii) shall be registered in the aggregate principal amount name of the Notes which may Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be authenticated delivered by the Trustee to such Depository or pursuant to such Depository's instructions and delivered on (iv) shall bear the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.legend set forth in Exhibit C.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Subsidiary Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $200,000,000, (ii) Private Exchange Notes from time subject to time for issue only in exchange for a like principal amount of Initial Section 4.12, Additional Notes and (iii) Unrestricted Notes from time to time Exchange Notes, in each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the CompanyCertificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this Indenture, except for Section 4.12, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent 1,000 in excess of the Holders, issue additional Notes under this Indenture at any time thereafter$2,000.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (duly authorized by all requisite corporate actions) The Securities shall sign and attest to the Notes be signed for the Company by the Company's President or a Vice President and shall be attested by the Company's Secretary or an Assistant Secretary, in each case by manual or facsimile signature. The Company's seal may be reproduced or imprinted on the Securities by facsimile or otherwise. If an Officer a Person whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that his office or position at the time the Trustee authenticates the NoteSecurity is authenticated, the Note Security shall nevertheless be valid. A Note Security shall not be valid until an authorized signatory executed and issued by the Company and authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time Securities for original issue up to time for issue only in exchange for a like principal an aggregate Principal amount of Initial Notes and (iii) Unrestricted Notes from time to time $60,000,000 upon a written order of the Company signed by two Officers. The aggregate Principal amount of Securities outstanding at any time may not exceed the amount of $60,000,000 except (i) for PIK Notes and (ii) as provided in the Section 2.07. The Securities shall be issuable only in registered form without coupons and only in denominations of an Officers’ Certificate $1,000 and any integral multiple thereof, except that (i) PIK Notes and (ii) Securities issued in exchange for any of the Company. Each 's 10-1/4% Senior Notes due 2001 ("Exchange Securities") may be issued in denominations less than $1,000 (such written order shall specify principal amount, if less than $1,000, or, if such principal amount is greater than $1,000, the difference between such principal amount of Notes to be authenticated and the date on highest integral multiple of $1,000 which the Notes are is less than such principal amount, being referred to be authenticatedas a "Fractional Principal Amount"), whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted which PIK Notes and whether the Notes are to Fractional Principal Amount of Exchange Securities shall be issued as Physical Notes or Global Notes or such other information as in any whole dollar amount, rounded to the Trustee may reasonably requestnearest dollar. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate NotesSecurities, which authenticating agent shall be compensated by the Company. Unless otherwise provided in limited by the terms of such appointment, an Authenticating Agent authenticating agent may authenticate Notes Securities whenever the Trustee may do so, except with regard to the original issuance of the Securities. Each Except as provided in the preceding sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any an Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company LNR (duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company LNR by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company LNR in the form of an Officers’ Certificate of the CompanyLNR. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company LNR to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company LNR or with any Affiliate of the CompanyLNR. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $300,000,000 in one or more series, provided that the aggregate principal amount of Initial Notes issued on the Issue Date shall not exceed $150,000,000, (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time only (x) in exchange for a like principal amount of Initial Notes or (y) in an aggregate principal amount of not more than the excess of $300,000,000 over the sum of the aggregate principal amount of (A) Initial Notes then outstanding, (B) Private Exchange Notes then outstanding and (C) Unrestricted Notes issued in accordance with (iii)(x) above, in each case upon a written order of the Company in the form of an Officers’ ' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee may appoint In addition, with respect to authentication pursuant to clauses (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an authenticating agent (Opinion of Counsel of the “Authenticating Agent”) Company in a form reasonably acceptable satisfactory to the Company Trustee stating that the issuance of the Private Exchange Notes or the Unrestricted Notes, as the case may be, does not give rise to authenticate Notes. Unless otherwise provided in the appointmentan Event of Default, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in complies with this Indenture to authentication and has been duly authorized by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of Notes outstanding at any time may not exceed $300,000,000, except as provided in Section 2.8. In the event that the Company shall issue and the Trustee shall authenticate any Notes which may be authenticated and delivered on issued under this Indenture subsequent to the Issue Date pursuant to clauses (i) and (iii) of the first sentence of the immediately preceding paragraph, the Company shall not exceed $250,000,000use its best efforts to obtain the same "CUSIP" number for such Notes as is printed on the Notes outstanding at such time; provided thatPROVIDED, HOWEVER, that if any series of Notes issued under this Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee to be a different class of security than the Notes outstanding at such time for federal income tax purposes, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An At least one Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or a Subsidiary Guarantee was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually or by facsimile signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this First Supplemental Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $700,000,000 and (ii) Private Exchange Notes from time subject to time for issue only Section 4.12, Additional Notes, in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time each case, upon a written order of the Company Issuer in the form of an Officers’ Certificate of the Company(an “Authentication Order”). Each such written order Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes or such other information as the Trustee may reasonably request. Any Additional Notes shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Disposition Offers. For the purposes of this First Supplemental Indenture, except for Section 4.12, references to the Notes include Additional Notes, if any. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such Authentication Order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes complies with this First Supplemental Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this First Supplemental Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company Issuer or with any Affiliate of the CompanyIssuer. The Notes shall be issuable in fully registered form only, without coupons, in denominations of at least $1,000 2,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent 1,000 in excess of the Holders, issue additional Notes under this Indenture at any time thereafter$2,000.

Execution and Authentication; Aggregate Principal Amount. An A duly authorized Officer of the Company (duly authorized by all requisite corporate actions) shall sign and attest to execute the Notes for the Company Company, and a duly authorized officer of each Guarantor shall sign the Guarantees for the Guarantors, in each case by manual or facsimile signature. If an Officer whose signature is on a Note or a Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature of such representative of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The On July 6, 2009, upon Company Order the Trustee authenticated and delivered Notes for original issue in an initial aggregate principal amount of $600,000,000. In addition, at any time, from time to time, the Trustee shall authenticate all (i) Initial Notes; (ii) Private and deliver Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time upon a written order of the Company in the form of an Officers’ Certificate Unrestricted Notes, upon a written notice of the CompanyCompany for original issuance in the aggregate principal amount specified in such order for original issue in the aggregate principal amount, provided that Exchange Notes shall be issuable only upon the valid surrender for cancellation of Global Securities or other Notes of a like aggregate principal amount. Each Additional Notes may be issued in accordance with Sections 2.01 and 2.18. Any such written order shall Company Order may specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated, whether the such Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes or and such other information as the Trustee may reasonably requestrequest and, in the case of an issuance of Additional Notes pursuant to Section 2.18 after the Issue Date, shall certify that such issuance will not be prohibited by Section 4.12. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) as one class. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agentagent. An Authenticating Agent authenticating agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in an aggregate principal amount not to exceed $105,000,000, (ii) Private Exchange Notes from time to time after the Issue Date for issue only in exchange for a like principal amount of Initial Notes or Additional Notes, and (iii) Unrestricted subject to compliance with Section 4.08, one or more series of Additional Notes from time to time in an unlimited amount, in each case, upon a written order orders of the Company in the form of an Officers’ Certificate, which Officers’ Certificate shall, in the case of any issuance of Exchange Notes, certify that such issuance is pursuant to and in compliance with the Registration Rights Agreement and, in the case of any issuance of Additional Notes, certify that such issuance is in compliance with Section 4.08, and receipt of an Opinion of Counsel addressed to the Trustee covering such matters as the Trustee reasonably requests, including an opinion relating to the validity and enforceability of the CompanyIndenture Documents against the Company and the Guarantors, as applicable. Each such written order In addition, each Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticated and whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Additional Notes. All Notes issued under this Indenture shall vote and whether consent together on all matters as one class and no series of Notes shall have the Notes are right to be issued vote or consent as Physical Notes or Global Notes or such other information as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 in principal amount and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue on the Issue Date in an aggregate principal amount not to exceed $75,000,000, and (ii) Private Exchange one or more series of PIK Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time an unlimited amount, in each case, upon a written order orders of the Company in the form of an Officers’ Certificate Certificate, and receipt of an Opinion of Counsel addressed to the Trustee covering such matters as the Trustee reasonably requests, including an opinion relating to the validity and enforceability of the Indenture Documents against the Company. Each such written order In addition, each Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, authenticated and whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted PIK Notes. All Notes issued under this Indenture shall vote and whether consent together on all matters as one class and no series of Notes shall have the Notes are right to be issued vote or consent as Physical Notes or Global Notes or such other information as the Trustee may reasonably requesta separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 in principal amount and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer Two Officers shall sign (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee or the Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall shall, upon a written order of the Company (an “Authentication Order”), authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $450,000,000, (ii) Private subject to Section 2.15, Additional Notes, and (iii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time or Additional Notes, in each case upon a written order orders of the Company in the form of an Officers’ Certificate. The Officers’ Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes, Private Exchange Additional Notes or Unrestricted Exchange Notes, and shall further specify the amount of such Notes and whether the Notes are to be issued as Physical Notes or Global Notes or Definitive Notes. The aggregate principal amount of Notes outstanding at any time may not exceed $450,000,000 plus, if any Additional Notes are issued, the aggregate principal amount of such other information Additional Notes, except as the Trustee may reasonably requestprovided in Section 2.07. The Trustee may shall not be required to authenticate Notes if the issuance of such Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture in a manner which is not reasonably acceptable to the Trustee. The Trustee may, at the expense of the Company, appoint an authenticating agent Authenticating Agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. Any Person into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any Person succeeding to all or substantially all of the corporate agency business of any Authenticating Agent, shall continue to be the Authenticating Agent without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. Any Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Trustee and the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company, and upon such a termination, the Trustee may appoint a successor Authenticating Agent, shall give written notice of such appointment to the Company and shall mail notice of such appointment (at the Company’s expense) to all Holders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent. Any such Authenticating Agent shall be entitled to reasonable compensation for its services and, if paid by the Trustee, it shall be a reimbursable expense pursuant to Section 7.07. The Notes shall be issuable in fully registered form only, without coupons, in minimum denominations of $1,000 and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Officer of the Company (duly authorized by all requisite corporate actions) Two Officers shall sign and attest to the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Indenture Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Indenture Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. An Opinion of Counsel need not be provided for the authentication of any Notes issued hereunder. The Indenture Trustee shall authenticate all (i) Initial Notes; (ii) Private Exchange Notes from time to time for original issue only in exchange for a like the aggregate original principal amount of Initial Notes and (iii) Unrestricted Notes from time not to time exceed $152,086,000, upon a written order of the Company in the form of an Officers’ ' Certificate. The Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes or such other information as the Indenture Trustee may reasonably request. The aggregate original principal amount of Notes outstanding at any time may not exceed $152,086,000, except as provided in Section 2.07. The Indenture Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Indenture to authentication by the Indenture Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 original principal amount and any integral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.

Execution and Authentication; Aggregate Principal Amount. An Two Officers, or an Officer and an Assistant Secre- tary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign and attest to to, the Notes for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Notes. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall nevertheless be valid. A Note shall not be valid until an authorized signatory signa- tory of the Trustee manually signs the certificate of authentication authenti- cation on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate all (i) Initial Notes; Notes for original issue in the aggregate principal amount not to exceed $100,000,000, and (ii) Private Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time Notes, in each case upon a written order orders of the Company in the form of an Officers’ ' Certificate. The Officers' Certificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authenti- cation, whether the Notes are to be Initial Notes or Exchange Notes, Private Exchange and shall further specify the amount of such Notes or Unrestricted Notes and whether the Notes are to be issued as the Global Note, Offshore Physical Notes or Global U.S. Physical Notes. The aggregate principal amount of Notes out- standing at any time may not exceed $100,000,000, except as provided in Section 2.07. The Trustee shall not be required to authenticate Notes if the issuance of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or such other information as immunities under the Trustee may Notes and this Indenture in a manner which is not reasonably requestacceptable to the Trustee. The Trustee may appoint an authenticating agent (the “"Authenticating Agent”") reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture Inden- ture to authentication by the Trustee includes authentication by such Authenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company or with any Affiliate and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral inte- gral multiple thereof. Subject to applicable law, the aggregate principal amount of the Notes which may be authenticated and delivered on the Issue Date shall not exceed $250,000,000; provided that, the Company may, without the consent of the Holders, issue additional Notes under this Indenture at any time thereafter.