Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in an the aggregate principal amount specified in such order, in each case of $150,000,000 upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary Officers’ Certificate. In addition, the Trustee shall authenticate Additional Securities from time to time after the Issue Date to the extent otherwise permitted (including, without limitation, under Section 4.10 hereof), in each case upon receipt of a written order of the CompanyCompany in the form of an Officers’ Certificate. Such order Additional Securities will be treated as the same series of Securities as the Initial Securities, for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemption and offers to purchase. Each such Officers’ Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as any Registrar, Paying Agent or agent for service and Affiliates of notices the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsintegral multiples thereof.

Execution and Authentication. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in an the aggregate principal amount specified in such order, in each case of $200,000,000 upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the CompanyCompany in the form of an Officers' Certificate. Such order Each such Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $400,000,000, except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as any Registrar, Paying Agent or agent for service and Affiliates of notices the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsintegral multiples thereof.

Execution and Authentication. Two Officers Officers, each of which shall have been duly authorized by all requisite corporate actions, shall sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs or an authenticating agent appointed by the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time time, and from time to time thereaftertime, the Trustee shall authenticate and deliver Securities for original issue in an aggregate the principal amount specified provided in such orderthe related Board Resolution, in each case supplemental indenture hereto or Officers' Certificate, upon receipt by the Trustee of a written order of Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company signed or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by two Officers or by an Officer and either an Assistant Treasurer a Board Resolution, a supplemental indenture hereto or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Officers' Certificate. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, Such an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demandsan Affiliate.

Execution and Authentication. Two Officers One duly authorized Officer shall sign the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateUpon a Company Order, the Trustee shall authenticate and deliver Securities for original issue in the aggregate principal amount of $600 million 300,000,000. The aggregate principal amount of Initial Securities and, outstanding at any time may not exceed $300,000,000, subject to the immediately succeeding paragraph and from time except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to time thereafterSection 2.07. The Company may not, without the consent of Holders of one hundred percent (100%) in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17, 3.01(h) and 10.02(f)). Upon a Company Order, the Trustee shall authenticate and deliver Securities, including Securities for original issue in not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to be authenticated and bear the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to the Company as endorsement, delivery or redelivery of a Security that is a Global Security shall be in writing. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers Each Security shall sign the Securities be signed by at least one Officer for the Company by manual or facsimile signature. The Company's seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified of up to $175,000,000 and shall authenticate Exchange Securities for original issue in such orderthe aggregate principal amount of up to $175,000,000, in each case upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the CompanyRegistration Rights Agreement. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $175,000,000, except as provided in Section 2.07. Upon the written order of the Company in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities pursuant originally issued to Section 2.13 after reflect any name change of the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as Company, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiple thereof.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of each Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $[650,000,000], (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Transfer Restricted Securities exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Transfer Restricted Securities or Exchange Securities. One Officer shall sign the Securities for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers One duly authorized Officer shall sign the Securities for the Company by manual or facsimile signature. If A Security's validity shall not be affected by the failure of an Officer whose signature is on a such Security no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateUpon a Company Order, the Trustee shall authenticate and deliver Securities for original issue in the aggregate principal amount of $600 million 210,000,000. The aggregate principal amount of Initial Securities and, outstanding at any time may not exceed $210,000,000, subject to the immediately succeeding paragraph and from time except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to time thereafterSection 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Section 2.06, Section 2.07, Section 2.10, Section 2.15, Section 2.16, Section 2.17, Section 3.01(h), Section 10.02(h) and Section 13.06). Upon a Company Order, the Trustee shall authenticate and deliver Securities, including Securities for original issue in not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to be authenticated and bear the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to the Company as endorsement, delivery or redelivery of a Security that is a Global Security shall be in writing and be required to be accompanied by an Opinion of Counsel and an Officer's Certificate in compliance with Section 14.03 and shall not be required to be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $100,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demands$1,000 integral multiple thereof.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 300 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers The Debt Securities shall sign the Securities for be executed on behalf of the Company by its Chairman of the Board of Directors, its President, one of its Executive or Senior Vice Presidents or Chief Executive Officers or its Treasurer, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Debt Security no longer holds that office at the time the Trustee authenticates the Securitya Debt Security is authenticated, the Debt Security shall nevertheless be valid neverthelessvalid. A Debt Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Debt Security has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either (an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated “Authentication Order”), authenticate and, if requested therein, deliver the Debt Securities for original issuance up to the aggregate principal amount stated in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is Authentication Order in compliance with Section 4.09such form as may be provided therein or in this Indenture. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Debt Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Debt Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to Holders or an Affiliate of the Company as any Registrar, Paying Agent or agent for service of notices and demandsCompany.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $750,000,000 and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and any integral multiples of $1,000 in excess thereof, whether such Additional Securities are of the same or a different series than the Original Securities. One Officer of each Issuer shall sign the Securities for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 in initial aggregate principal amount of Securities and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two One or more Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On A Security shall be dated the Issue Datedate of its authentication, unless otherwise provided by a resolution of the Board of Directors, a supplemental indenture or an Officers’ Certificate. The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time time, and from time to time thereaftertime, the Trustee shall authenticate and deliver Securities for original issue in an the principal amount provided in a resolution of the Board of Directors, supplemental indenture or Officers’ Certificate, upon receipt by the Trustee of a Company Order. The aggregate principal amount specified of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in such order, in each case upon a written order the resolution of the Company signed by two Officers Board of Directors, supplemental indenture or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities Officers’ Certificate delivered pursuant to Section 2.13 after the Issue Date2.02, shall certify that such issuance is except as provided in compliance with Section 4.092.08. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers of the Company shall sign the Securities for on behalf of the Company Company, and one Officer of each Subsidiary Guarantor shall sign the notation on the Securities relating to the Guarantee of such Subsidiary Guarantor on behalf of such Subsidiary Guarantor, in each case by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer of the Company or any Subsidiary Guarantor whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee or an authenticating agent shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified in such order, in each case of $150,000,000 upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the The aggregate principal amount of Securities outstanding at any time may not exceed $150,000,000. Series B Notes may be issued only in exchange for a like principal amount of Series A Notes pursuant to an Exchange Offer. The principal and interest on Book-Entry Securities shall be payable to the Securities to be authenticated Depository or its nominee, as the case may be, as the sole registered owner and the date sole holder of the Book-Entry Securities represented thereby. The principal and interest on which Securities in certificated form shall be payable at the original issue office of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do soso except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as or its Affiliates. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of each Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $300,000,000, (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Initial Securities exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange Securities. One Officer shall sign the Securities for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers One duly authorized Officer shall sign the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateUpon a Company Order, the Trustee shall authenticate and deliver Securities for original issue in the aggregate principal amount of $600 million 500,000,000. The aggregate principal amount of Initial Securities and, outstanding at any time may not exceed $500,000,000, subject to the immediately succeeding paragraph and from time except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to time thereafterSection 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17. 2.18, 3.01(h), 3.02(g), 10.02(f) and 13.06). Upon a Company Order, the Trustee shall authenticate and deliver Securities, including Securities for original issue in not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to be authenticated and bear the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to the Company as endorsement, delivery or redelivery of a Security that is a Global Security shall be in writing but need not comply with Section 14.03 and shall not be required to be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers One Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. On A Security shall be dated the Issue Date, the Trustee shall authenticate and deliver $600 million date of its authentication. (1) Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in an aggregate principal amount specified of $175.0 million, (2) any Additional Securities for original issue from time to time after the Issue Date in such orderprincipal amounts as set forth in Section 2.16 and (3) Exchange Securities for issue only in a Registered Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities of an equal principal amount, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (the "Company Order"). Such order Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated andand whether the Securities are to be Initial Securities or Exchange Securities. The aggregate principal amount of Initial Securities which may be authenticated and delivered under this Indenture is limited to $175.0 million outstanding. Additionally, in the case Company may from time to time, without notice to or consent of an issuance the Holders, issue such additional principal amounts of Additional Securities as may be issued and authenticated pursuant to clause (2) of this paragraph, and Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of the same class pursuant to Section 2.13 after 2.6, Section 2.9, Section 2.11, Section 5.8, Section 9.5 and except for transactions similar to the Registered Exchange Offer. All Securities issued on the Issue DateDate shall be identical in all respects other than issue dates, the date from which interest accrues and any changes relating thereto. Notwithstanding anything to the contrary contained in this Indenture, all notes issued under this Indenture shall certify that such issuance is in compliance with Section 4.09vote 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 the Securities. Unless limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent has the same rights with respect to In case the Company or any Subsidiary Guarantor, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any RegistrarPerson, Paying Agent and the successor Person resulting from such consolidation, or agent surviving such merger, or into which the Company or any Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for service other Securities executed in the name of notices the successor Person with such changes in phraseology and demandsform as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in such new name.

Execution and Authentication. Two Officers An Officer shall sign the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver make available for delivery Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $230,000,000 upon receipt of a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of o the CompanyCompany (a "Company Order"). Such order Each Company Order shall specify the amount of the Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $230,000,000 except as provided in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with respect to the Company as or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers shall sign the Securities Security for the Company by manual or facsimile signature. The Company's seal may be, but is not required to be, impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $115,000,000 upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such The order shall specify (i) the amount of the Securities to be authenticated and (ii) the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated and, outstanding at any time may not exceed $115,000,000 except as provided in Section 2.7. Upon the written order of the Company in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities pursuant originally issued to Section 2.13 after reflect any name change of the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as Company, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries, and demandshas the same protections under the Indenture. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers One duly authorized Officer shall sign the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateUpon a Company Order, the Trustee shall authenticate and deliver Securities for original issue in the aggregate principal amount of $600 million 600,000,000. The aggregate principal amount of Initial Securities and, outstanding at any time may not exceed $600,000,000, subject to the immediately succeeding paragraph and from time except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to time thereafterSection 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17, 3.01(h), 10.02(f) and 13.06). Upon a Company Order, the Trustee shall authenticate and deliver Securities, including Securities for original issue in not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to be authenticated and bear the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to the Company as endorsement, delivery or redelivery of a Security that is a Global Security shall be in writing. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers An Officer shall sign the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of make available for delivery Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $50,000,000 upon receipt of a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a "COMPANY ORDER"). Such order The Company Order shall specify the amount of the Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant authenticated. Subject to Section 2.13 after 2.15, the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company may issue Add On Securities. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with respect to the Company as or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers One Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless, after giving effect to any exchange of Initial Securities for Exchange Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. On A Security shall be dated the Issue Date, the Trustee shall authenticate and deliver $600 million date of its authentication. (1) Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in an aggregate principal amount specified of $250,000,000, (2) Additional Securities for original issue and (3) Exchange Securities for issue only in such orderan Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (the "Company Order"). Such order Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated andand whether the Securities are to be Initial Securities, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09or Exchange Securities. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent has the same rights with respect to In case the Company or any Subsidiary Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any RegistrarPerson, Paying Agent and the successor Person resulting from such consolidation, or agent surviving such merger, or into which the Company or any Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for service other Securities executed in the name of notices the successor Person with such changes in phraseology and demandsform as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in such new name.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Series A-1 Securities for original issue on the Issue Date in an aggregate principal amount of $50,000,000 and (b) Series A-2 Securities for original issue on the Issue Date in an aggregate principal amount of $45,000,000. Such order shall specify the amount of the Securities to be authenticated, the form in which the Securities are to be authenticated and the date on which the original issue of Securities is to be authenticated. One Officer shall sign the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $350,000,000, plus any amount in respect of Payment-in-Kind Interest thereon. (b) An Officer shall sign the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. (c) If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. . (d) A Security shall not be valid until an authorized signatory of the Trustee manually by manual or facsimile signature signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. (e) The Trustee shall authenticate and make available for delivery Securities for original issue in the aggregate principal amount of $350,000,000 upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). On the Issue DateIn addition, at any time, from time to time, the Trustee shall upon receipt of a Company Order authenticate and deliver $600 million any Payment-in-Kind Securities (or increase the principal amount of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue Security) as a result of Payment-in-Kind Interest in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOrder. Such order The Company Order shall specify the amount of the Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities is to be authenticated andauthenticated. (f) The Trustee shall act as the initial authenticating agent. Thereafter, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with respect to the Company as or an Affiliate of the Company. (g) The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrarintegral multiple thereof and, Paying Agent if PIK Interest is paid, in denominations of $1.00 or agent for service integral multiples of notices and demands$1.00 (in each case in aggregate principal amount).

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Securities Security for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Issuers shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time or cause to time thereafter, be authenticated the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $125,000,000 upon a written order of the Company signed by two Officers or by Issuers in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficers' Certificate. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $125,000,000, except as provided in Section 2.7. Upon the written order of the Issuers in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities pursuant originally issued to Section 2.13 after reflect any name change of either of the Issue Date, shall certify that such issuance is in compliance with Section 4.09Issuers. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as Issuers, any RegistrarAffiliate of the Issuers, Paying Agent or agent for service any Subsidiaries of notices the Issuers. Securities shall be issuable only in fully registered form, without coupons, in denominations of $1,000 and demandsintegral multiples thereof.

Execution and Authentication. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (i) Series A Securities for original issue in an the aggregate principal amount specified not to exceed $265,000,000 and (ii) Series B Securities from time to time only in such orderexchange for a like principal amount of Series A Securities in accordance with the Registration Rights Agreement, in each case upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficers' Certificate. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated authenticated, the series of Securities and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $265,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate authenti- 27 -21- cate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers One duly authorized Officer shall sign the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateUpon a Company Order, the Trustee shall authenticate and deliver Securities for original issue in the aggregate principal amount of $600 million 1,000,000,000. The aggregate principal amount of Initial Securities and, outstanding at any time may not exceed $1,000,000,000, subject to the immediately succeeding paragraph and from time except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to time thereafterSection 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16. 2.17, 3.01(h) and 10.02(f)). Upon a Company Order, the Trustee shall authenticate and deliver Securities, including Securities for original issue in not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to be authenticated and bear the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to the Company as endorsement, delivery or redelivery of a Security that is a Global Security shall be in writing but need not comply with Section 13.03 and shall not be required to be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers The Securities shall sign the Securities for be executed on behalf of the Company by two Officers of the Company or an Officer and an Assistant Secretary of the Company. Such signature may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On The Trustee or an authenticating agent shall authenticate Securities for original issue in the Issue Dateaggregate principal amount of up to $350,000,000 upon a Company Request. The aggregate principal amount of Securities outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. Upon receipt of the Company Request, the Trustee shall authenticate and deliver $600 million an additional series of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount not to exceed $350,000,000 for issuance in exchange for all Securities previously issued pursuant to an exchange offer registered under the Securities Act (a "Registered Exchange") or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Securities may have such distinctive series des- ignation and "CUSIP" numbers as and such changes in the form thereof as are specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities Request referred to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional preceding sentence. Exchange Securities issued pursuant to Section 2.13 after a Registered Exchange shall not bear the Issue Date, shall certify that such issuance is in compliance with Section 4.09Private Placement Legend. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with respect to the Company as or an Affiliate. The Securities shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers An Officer shall sign the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the aggregate principal amount of $600 million of Initial Securities 700,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by Issuer in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficer’s Certificate. Such order The Officer’s Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 2.15, after the Issue Date, shall certify that such issuance is in compliance with Section 4.094.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as any Registrar, Paying Agent or agent for service Issuer and Affiliates of notices the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and demandsin integral multiples of $1,000 (the “Minimum Denominations Requirement”).

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. The Company’s seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the The Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed that amount except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of . (1) Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified of $110.0 million and (2) Exchange Securities for issue only in such ordera Registered Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities of an equal principal amount, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (the "Company Order"). Such order Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, and whether the Securities are to be Initial Securities or Exchange Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $110.0 million except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.9. 34 28 The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to In case the Company or any Subsidiary Guarantor (if any), pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any RegistrarPerson, Paying Agent and the successor Person resulting from such consolidation, or agent surviving such merger, or into which the Company or any Subsidiary Guarantor (if any) shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for service other Securities executed in the name of notices the successor Person with such changes in phraseology and demandsform as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in such new name.

Execution and Authentication. Two Officers (each of whom shall sign have been duly authorized by all requisite partnership or corporate action, as the case may be) shall execute the Securities for on behalf of each of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case at maturity not to exceed $500,000,000 upon a written order receipt of the Company Officers' Certificates of each of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each of the Company. Such order shall specify Issuers directing the amount Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of the Securities to be authenticated and the date on which the original issue contained herein have been complied with. The aggregate principal amount at maturity of Securities is to be authenticated andoutstanding at any time may not exceed $500,000,000, except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.8. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as the Trustee in any dealings hereunder with respect to the Company as Issuers or with any Registrarof the Issuers' Affiliates. The Securities shall be issuable in fully registered form only, Paying Agent or agent for service without coupons, in denominations of notices $1,000 principal amount at maturity and demandsany integral multiple thereof.

Execution and Authentication. Two Officers The Securities shall sign be executed on behalf of the Corporation by its Chairman of the Board, its President or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities for the Company by manual may be actual or facsimile signaturefacsimile. If an Officer officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. Such manual signature of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateExcept as otherwise provided in Section 2.06, the Securities will be issued in global form only registered in the name of the Depository or its nominee. The Securities will not be issued in definitive form, except as otherwise provided in Section 2.06, and ownership of the Securities shall be maintained in book entry form by the Depository for the accounts of participating organizations of the Depository. The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (i) Securities for original issue in an up to the aggregate principal amount specified stated in such orderparagraph 5 of the Securities; and (ii) additional securities issued pursuant to this Indenture as interest on the Securities (not to exceed $_______) (the "Additional Securities"), in each case upon a written order an Order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary Corporation. The aggregate principal amount of the Company. Such order shall specify Securities outstanding at any time may not exceed the amount as stated in paragraph 5 of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Corporation to authenticate the Securities. Unless limited , which authenticating agent shall be compensated by the terms of such appointment, an Corporation. An authenticating agent may authenticate Securities whenever the Trustee may do so, other than the authentication of Securities issued upon original issue or pursuant to Section 2.07. Each Except as provided in the previous sentence, each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as any Registrar, Paying Agent Corporation or agent for service of notices and demandsan Affiliate.

Execution and Authentication. Two Officers An Officer shall sign the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver make available for delivery Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $115,000,000 upon receipt of a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a "Company Order"). Such order The Company Order shall specify the amount of the Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $115,000,000 except as provided in Section 2.08. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with respect to the Company as or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers An Officer of the Company or of Holdings in its capacity as the manager of the Company shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company signed by an Officer of the Company or of Holdings in its capacity as the manager of the Company, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee shall not be required to authenticate such Securities if the issue thereof may adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Securities and this Indenture, as determined by the Trustee in its sole discretion.

Execution and Authentication. Two Officers One duly authorized Officer shall sign the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateUpon a Company Order, the Trustee shall authenticate and deliver Securities for original issue in the aggregate principal amount of $600 million 150,000,000. The aggregate principal amount of Initial Securities and, outstanding at any time may not exceed $150,000,000, subject to the immediately succeeding paragraph and from time except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to time thereafterSection 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17, 3.01(h) and 10.02(f)). Upon a Company Order, the Trustee shall authenticate and deliver Securities, including Securities for original issue in not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of effective registration statement under the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated andAct as set forth in Section 2.16(b), in the case of an issuance of Additional Securities when sold pursuant to Section 2.13 after Rule 144 under the Issue Date, shall certify that such issuance is in compliance with Section 4.09Securities Act or when not otherwise required under this Indenture to bear the Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to the Company as endorsement, delivery or redelivery of a Security that is a Global Security shall be in writing. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two One or more Officers of the Issuer shall sign the Securities for of each Series on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Securityor an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On A Security shall be dated the Issue Date, the date of its authentication. The Trustee shall authenticate and deliver $600 million of Initial Securities andshall, at any time time, and from time to time thereaftertime, the Trustee shall authenticate and deliver Securities of a Series for original issue up to the principal amount specified for such Series in the Annex to this Indenture applicable to such Series, upon receipt by the Trustee of an Issuer Order and an Opinion of Counsel. The aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series referred to be authenticated andin Section 2.02, except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.08. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers One Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon Upon a written order of the Company signed by two Officers or by an one Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order , the Trustee shall specify authenticate Securities for original issue in the aggregate principal amount of $400,000,000 and such additional principal amount, if any, as shall be determined pursuant to the Securities to be authenticated and next sentence of this Section 2.02. Upon receipt by the date on which the original issue of Securities is to be authenticated and, in the case Trustee of an issuance of Additional Officers’ Certificate stating that the Company has elected to issue additional Securities pursuant to Section 2.13 after 2.18, the Issue Date, Trustee shall certify that authenticate and deliver the principal amount of additional Securities specified in such issuance Officer’s Certificate to or upon the written order of the Company signed as provided in the immediately preceding sentence. Such Officers’ Certificate must be received by the Trustee not later than the proposed date for delivery of such additional Securities. The aggregate principal amount of Securities outstanding at any time and which may be authenticated under this Indenture is in compliance with Section 4.09unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and its Affiliates. If a written order of the Company pursuant to this Section 2.02 of the Indenture has been, or simultaneously is, delivered, any instructions by the Company to the Trustee with respect to the Company as endorsement, delivery or redelivery of a Security previously issued in global form shall be in writing but need not be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandspositive integral multiple thereof.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of . (1) Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities Exchange Notes for original issue in an aggregate principal amount specified of $10,000,000 and (2) Registered Exchange Notes for issue only on any date on which, pursuant to the Purchase Agreement, the Shelf Registration is effective, in such orderexchange for Initial Exchange Notes of an equal principal amount, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, and whether the Securities are to be Initial Exchange Notes or Registered Exchange Notes. The aggregate principal amount of Securities outstanding at any time may not exceed $10,000,000 except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.7. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers An Officer shall sign the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the aggregate principal amount of $600 million of Initial Securities 500,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by Issuer in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficer’s Certificate. Such order The Officer’s Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 2.15, after the Issue Date, shall certify that such issuance is in compliance with Section 4.094.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as any Registrar, Paying Agent or agent for service Issuer and Affiliates of notices the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and demandsin integral multiples of $1,000 (the “Minimum Denominations Requirement”).

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Securities Security for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified in such orderof up to $23,000,000, in each case upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficers' Certificate. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $23,000,000, except as provided in Section 2.7. Upon the written order of the Company in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities pursuant originally issued to Section 2.13 after reflect any name change of the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as Company, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiple thereof.

Execution and Authentication. Two Officers of the Company or of Holdings in its capacity as the manager of the Company (or one Officer and the Vice President and Secretary of the Company or of Holdings in its capacity as the manager of the Company) shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company signed by two Officers or by an Officer and either a Treasurer or an Assistant Treasurer or a Secretary or an Assistant Secretary of the Company or of Holdings in its capacity as the manager of the Company, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands. The Trustee shall not be required to authenticate such Securities if the issue thereof may adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Securities and this Indenture, as determined by the Trustee in its sole discretion.

Execution and Authentication. Two Officers One duly authorized Officer shall sign the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateUpon a Company Order, the Trustee shall authenticate and deliver Securities for original issue in the aggregate principal amount of $600 million 1,000,000,000. The aggregate principal amount of Initial Securities and, outstanding at any time may not exceed $1,000,000,000, subject to the immediately succeeding paragraph and from time except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to time thereafterSection 2.07. The Company may not, with or without the consent of Holders of the Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future. Upon a Company Order, the Trustee shall authenticate and deliver Securities, including Securities for original issue in not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to be authenticated and bear the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to the Company as endorsement, delivery or redelivery of a Security that is a Global Security shall be in writing but need not comply with Section 15.03 and need not be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers (each of whom shall sign have been duly authorized by all requisite partnership or corporate action, as the case may be) shall execute the Securities for on behalf of each of the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case not to exceed $250,000,000 upon a written order receipt of the Company Officers' Certificates of each of the Issuers signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each of the Company. Such order shall specify Issuers directing the amount Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of the Securities to be authenticated and the date on which the original issue contained herein have been complied with. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $250,000,000, except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.8. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as the Trustee in any dealings hereunder with respect to the Company as Issuers or with any Registrarof the Issuers' Affiliates. The Securities shall be issuable in fully registered form only, Paying Agent or agent for service without coupons, in denominations of notices $1,000 principal amount and demandsany integral multiple thereof.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of . (1) Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities Notes for original issue in an aggregate principal amount specified of $150 million, (2) Exchange Notes for issue only in such ordera Registered Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Notes of an equal principal amount and (3) Additional Securities for issuance as Transfer Restricted Securities or otherwise and any Exchange Securities with respect thereto, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company; provided, any such order with respect to Additional Securities shall be accompanied by the receipt of an Officers' Certificate and Opinion of Counsel pursuant to Section 13.4 to authenticate Additional Securities for original issue in an aggregate principal amount set forth in such request. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, and whether the Securities are to be Initial Securities or Exchange Securities. The aggregate principal amount of Original Securities outstanding at any time may not exceed $150 million except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.7. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers An Officer shall sign the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver make available for delivery Securities for original issue in an the aggregate principal amount specified of up to $500,000,000 (or up to $600,000,000 if the Initial Purchasers' over-allotment option set forth in such order, the Purchase Agreement is exercised in each case full) upon receipt of a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a "Company Order"). Such order The Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue authenticated, shall provide that all such Securities will be represented by a Restricted Global Security. The aggregate principal amount of Securities is to be authenticated and, in outstanding at any time may not exceed the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09amount set forth by this paragraph. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with respect to the Company as or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers shall sign execute the Securities for on behalf of the Company by either manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case at maturity not to exceed $212,909,624 upon a written order receipt of the Company an Officers' Certificate signed by two Officers or by an Officer of the Company directing the Trustee to authenticate the Securities and either an Assistant Treasurer or an Assistant Secretary certifying that all conditions precedent to the issuance of the Securities contained herein have been complied with. The aggregate Accreted value at maturity of Securities outstanding at any time may not exceed $212,909,624, except as provided in Section 2.07. With the prior written approval of the Company. Such order shall specify , the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as the Trustee in any dealings hereunder with respect to the Company as or with any Registrar, Paying Agent or agent for service of notices and demandsthe Company's Affiliates.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer Officer, whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 150 million of Initial Securities 7 1/4% Senior Notes due February 15, 2011, and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.095.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $330,000,000, except as provided in Sections 2.8 and 2.9. (b) An Officer shall sign the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. (c) If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. . (d) A Security shall not be valid until an authorized signatory of the Trustee manually by manual or facsimile signature signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the . (e) The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver make available for delivery Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $330,000,000 upon receipt of a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a "Company Order"). Such order The Company Order shall specify the principal amount of the Securities to be authenticated authenticated, shall provide that all such Securities will, on an aggregate basis, be represented by a Restricted Global Security and an Unrestricted Global Security, and shall further specify the principal amount of Securities to be initially represented by the Restricted Global Security and the Unrestricted Global Security, respectively, and the date on which the each original issue of Securities is to be authenticated andauthenticated. (f) The Trustee shall act as the initial authenticating agent. Thereafter, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with respect to the Company as or an Affiliate of the Company. (g) The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $120,000,000 upon receipt of a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficers' Certificate. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $120,000,000, except as provided in Section 2.07. Upon the written order of the Company in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities originally issued to reflect any name change of the Company. Series B Notes may be issued only in exchange for a like principal amount of Series A Notes pursuant to Section 2.13 after an Exchange Offer. The principal and interest on Book-Entry Securities shall be payable to the Issue DateDepository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Book-Entry Securities represented thereby. The principal and interest on Securities in certificated form shall certify that such issuance is in compliance with Section 4.09be payable at the office of the Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any Registrarintegral multiple thereof. If the Securities are to be issued in the form of one or more Global Securities, Paying Agent then the Company shall execute and the Trustee shall authenticate and deliver one or agent for service more Global Securities that shall represent and shall be in minimum denominations of notices and demands$1,000.

Execution and Authentication. Two Officers One Officer shall sign the Securities for the Company by manual or facsimile signature. signature in the manner set forth in Exhibits A and B. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until authenticated by the manual signature of an authorized signatory officer of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On The form of Trustee's certificate of authentication to be borne by the Issue DateSecurities shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall, the Trustee shall upon a Company Order, authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an that may be validly issued under this Indenture, including any Additional Securities. The series of Securities to be initially issued hereunder shall be the Original Securities. The aggregate principal amount specified in such order, in each case upon a written order of Securities outstanding at any time may not exceed the aggregate principal amount of Securities authorized for issuance by the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to one or more Company Orders, except as provided in Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.8 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demandsan Affiliate.

Execution and Authentication. Two Officers One duly authorized Officer shall sign the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateUpon a Company Order, the Trustee shall authenticate and deliver Securities for original issue in the aggregate principal amount of $600 million 250,000,000. The aggregate principal amount of Initial Securities and, outstanding at any time may not exceed $250,000,000, subject to the immediately succeeding paragraph and from time except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to time thereafterSection 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17. 2.18, 3.01(h) and 10.02(f)). Upon a Company Order, the Trustee shall authenticate and deliver Securities, including Securities for original issue in not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to be authenticated and bear the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to the Company as endorsement, delivery or redelivery of a Security that is a Global Security shall be in writing. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service integral multiple of notices and demands$1,000 in excess thereof.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Company by manual or facsimile signature. The Securities may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The , but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $100 million upon a receipt of one or more written order orders of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficers’ Certificate. Such order The Officers’ Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $100 million, except as provided in Section 2.7. Upon the written order of the Company in the case form of an issuance Officers’ Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities pursuant originally issued to Section 2.13 after reflect any name change of the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as Company. Securities shall be issuable only in registered form without coupons in denominations of $100 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers of the Company shall sign the Securities for the Company Company, by manual or facsimile signature. If an Officer of the Company whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Securitysuch Security is authenticated, the such Security shall be valid nevertheless. A Security shall not be valid until or obligatory, or entitled to any benefit under this Indenture, unless there appears on such Security a certificate of authentication substantially in the form provided for herein manually executed by the Trustee or an authorized signatory Authentication Agent. The manual signature of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence evidence, and the only evidence, that the such Security has been authenticated under and delivered in accordance with the terms of this Indenture and is entitled to the benefits of this Indenture. On the Issue DateThe Trustee, the Trustee shall authenticate and deliver $600 million of Initial Securities andupon a Company Order, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order Company Order shall specify the principal amount of the Securities to be authenticated and authenticated, the date on which the original issue of Securities is to be authenticated, the number of separate Securities to be authenticated, the registered holder of each Security and delivery instructions. The aggregate principal amount of Securities which may be authenticated andand delivered under this Indenture is unlimited. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or one or more indentures supplemental hereto as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the case of an issuance of Additional Securities pursuant additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 2.13 after the Issue Date, 601) shall certify that such issuance is be fully protected in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointmentrelying upon, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service Opinion of notices and demands.Counsel stating,

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateDate and on consummation of the Preferred Stock Exchange Offer, the Trustee shall authenticate and deliver up to an aggregate of $600 million 930,443,000 aggregate principal amount at maturity of 14-3/4% Senior Discount Notes Due 2010 (inclusive of any Initial Securities issued in connection with the Preferred Stock Exchange Offer) and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.094.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers An Officer shall sign the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the aggregate principal amount of $600 million of Initial Securities 550,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Additional Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by Issuer in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficer’s Certificate. Such order The Officer’s Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 2.15, after the Issue Date, shall certify that such issuance is in compliance with Section 4.094.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. so Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as any Registrar, Paying Agent or agent for service Issuer and Affiliates of notices the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and demandsin integral multiples of $1,000 (the “Minimum Denominations Requirement”).

Execution and Authentication. Two Officers of the Company shall sign the Securities for on behalf of the Company Company, and one Officer of each Guarantor shall sign the notation on the Securities relating to the Guarantee of such Guarantor on behalf of such Guarantor, in each case by manual or facsimile signature. The Company's seal shall be reproduced on the Securities either manually or by facsimile. If an Officer of the Company or any Guarantor whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the SecuritySecurity and the Guarantee. The signature These signatures shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee or an authenticating agent shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified in such order, in each case of $100 million upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify Subject to Section 2.07, the aggregate principal amount of Securities outstanding at any time may not exceed $100 million. Each Security authenticated for original issuance shall bear the Restricted Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Legend. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do soso except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentagent and each reference to authentication of the Securities includes authentication of the Guarantee. An authenticating agent has the same rights as an Agent to deal with respect to the Company as or its Affiliates. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers of the Company shall sign the Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On The form of Trustee's certificate of authentication to be borne by the Issue Date, the Securities shall be substantially as set forth in Exhibit A hereto. The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified of up to $[355,000,000] and shall authenticate Exchange Securities for original issue in such orderthe aggregate principal amount of up to $[355,000,000], in each case upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount at maturity in accordance with the CompanyRegistration Rights Agreement. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is outstanding at any time may not exceed $[355,000,000] (or such greater amount as would be necessary to be authenticated and, reflect any increase in the case Accretion Rate) and except as provided in Section 2.7. Upon the written order of the Company in the form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities pursuant originally issued to Section 2.13 after reflect any name change of the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as any Registrar, Paying Agent or agent for service an Affiliate of notices and demandsthe Company.

Execution and Authentication. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. Each execution of a Security by the Company shall be accompanied by the execution of a Guarantee by the Guarantor (and by any Restricted Subsidiary that guarantees Indebtedness of the Company pursuant to Section 4.20). A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million Upon receipt of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by in the form of an Officer and either Officers' Certificate, on August 24, 1999 the Trustee shall authenticate Series A Securities for original issue in the aggregate principal amount not to exceed $50,000,000. In addition, subject to Section 4.04, from time to time, the Trustee shall authenticate Additional Securities for original issue after August 24, 1999 in an Assistant Treasurer or an Assistant Secretary aggregate principal amount not to exceed $50,000,000 upon receipt of a written order of the CompanyCompany in the form of an Officers' Certificate. Such order Each such Officers' Certificate shall specify the amount of the Securities to be authenticated authenticated, the series of Securities and the date on which the original issue of Securities is are to be authenticated authenticated, and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.Se-

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officers' Certificate for the authentication and delivery of such Securities, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. Such order shall specify the principal amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Initial Securities or Exchange Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security at the time of such execution no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessand the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the SecuritySecurity authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an up to the aggregate principal amount specified stated in such orderparagraph 4 of the Securities, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary to a Trust Officer of the CompanyTrustee. Such order shall specify the The aggregate principal amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, outstanding at any time may not exceed such amount except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.7 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company, any Affiliate of the Company as or any Registrar, Paying Agent or agent for service of notices their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiple thereof.

Execution and Authentication. Two Officers (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $121,000,000, except as provided in Sections 2.06 and 2.07. (b) An Officer shall sign the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. (c) If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. . (d) A Security shall not be valid until an authorized signatory of the Trustee manually by manual or facsimile signature signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the . (e) The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver make available for delivery Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $121,000,000 upon receipt of a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a "Company Order"). Such order The Company Order shall specify the amount of the Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities is to be authenticated andauthenticated. (f) The Trustee shall act as the initial authenticating agent. Thereafter, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with respect to the Company as or an Affiliate of the Company. (g) The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers shall sign execute the Securities for on behalf of the Company by either manual or facsimile signature. The Company's seal, if any, may be impressed, affixed, imprinted or reproduced on the Securities. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case not to exceed $175,000,000 upon receipt of an Officers' Certificate signed by two Officers of the Company directing the Trustee to authenticate the Initial Securities and certifying that all conditions precedent to the issuance of the Initial Securities contained herein have been complied with. Upon a written order of the Company signed by two Officers or by Officers, the Trustee shall authenticate the Exchange Securities in an Officer and either aggregate principal amount not to exceed $175,000,000 for issuance in exchange for Initial Securities previously issued pursuant to an Assistant Treasurer or an Assistant Secretary exchange offer registered under the Securities Act. The aggregate principal amount of Securities outstanding at any time may not exceed $175,000,000 except as provided in Section 2.07. With the prior written approval of the Company. Such order shall specify , the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as the Trustee in any dealings hereunder with respect to the Company as or with any Registrar, Paying Agent or agent for service of notices and demandsthe Company's Affiliates.

Execution and Authentication. Two Officers shall sign, or one officer shall sign and one Officer shall attest to, the Securities Security for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of or cause to be authenticated Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified of up to $600,000,000 and shall authenticate Exchange Securities for original issue in such orderthe aggregate principal amount of up to $600,000,000, in each case upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary Officers' Certificate; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the CompanyRegistration Rights Agreement. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $600,000,000, except as provided in Section 2.7. Upon the written order of the Company in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities pursuant originally issued to Section 2.13 after reflect any name change of the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company, any Affiliate of the Company, or any of their respective Subsidiaries. The Trustee hereby appoints Bankers Trust Company as any Registrarits initial authenticating agent, Paying Agent or agent for service and by its acknowledgment and acceptance on the signature page hereto, Bankers Trust Company hereby agrees to so act. Securities shall be issuable only in fully registered form, without coupons, in denominations of notices $1,000 and demandsintegral multiples thereof.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Exh. T3C-31 The Trustee shall authenticate and deliver $600 million of (1) Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified of DM 245,000,000, and (2) Exchange Securities for issue only in such ordera Registered Exchange Offer, pursuant to the Exchange and Registration Rights Agreement for a like principal amount of Initial Securities exchanged pursuant thereto, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a "Company Order"). Such order Company Order shall specify the amount of the Securities to be authenticated and authenticated, the date on which the original issue of Securities is to be authenticated andauthenticated, whether the Securities are to be Initial Securities or Exchange Securities, whether the Securities are to be Definitive Securities or Global Securities and whether or not the Securities shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. The aggregate principal amount of Securities outstanding at any time may not exceed DM 245,000,000 except as provided in Section 2.07. Upon receipt of a Company Order, the case Trustee shall authenticate Securities in substitution of an issuance Securities originally issued to reflect any name change of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands. The Securities shall be issuable only in denominations of DM1,000 and any integral multiple thereof. The Global Securities shall be in bearer form without coupons and the Definitive Securities shall be in registered form.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted, or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The , but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $23,100,000 upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficers' Certificate. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated and(other than in respect of the Amended Original Guaranty) outstanding at any time may not exceed $23,100,000, except as provided in Section 2.8. The aggregate principal amount of the Amended Original Guaranty outstanding at any time shall not exceed $103,200,000, except as provided in Section 2.8. Upon the written order of the Company in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities pursuant originally issued to Section 2.13 after reflect any name change of the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company, any Affiliate of the Company as or any Registrar, Paying Agent or agent for service of notices their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $100 and demandsany integral multiple thereof.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateThe Trustee shall, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by Officers, authenticate and make available for delivery (i) Initial Securities for original issue in an Officer aggregate principal amount not to exceed $200,000,000 and either an Assistant Treasurer or an Assistant Secretary (ii) Exchange Securities from time to time for issue only in exchange for a like principal amount of Initial Securities, in each case registered in the name of the CompanyDepositary or the nominee of the Depositary and shall deliver such Global Securities to the Depositary or pursuant to the Depositary's instructions. Such order shall specify the amount of the Global Securities to be authenticated and the date on which the original issue authenticated. The aggregate principal amount of Securities is to outstanding at any time may not exceed $200,000,000 except as provided in Section 2.7. The Securities shall be authenticated andissued in fully registered form, without coupons in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Authorized Denominations. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $115,000,000 aggregate principal amount, except as provided in Sections 2.06 and 2.07. (b) An Officer shall sign the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. (c) If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. . (d) A Security shall not be valid until an authorized signatory of the Trustee manually by manual signature signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the . (e) The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver make available for delivery Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $115,000,000 upon receipt of a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a “Company Order”). Such order The Company Order shall specify the amount of the Securities to be authenticated authenticated, shall provide that all such securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities is to be authenticated andauthenticated. (f) The Trustee shall act as the initial authenticating agent. Thereafter, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with respect to the Company as or an Affiliate of the Company. (g) The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million The aggregate Original Principal Amount of Initial Securities andwhich may be authenticated and delivered under this Indenture is limited to $190,426,000 and the aggregate Original Principal Amount of Additional Securities is limited to $218,371,000, at except in each case for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 2.06. The Securities shall be issued only in registered form without coupons and only in denominations of $1,000 Original Principal Amount and any time and from time to time thereafter, the integral multiple thereof. The Trustee shall initially authenticate and deliver make available for delivery Initial Securities for original issue in an the aggregate principal amount specified in such order, in each case Original Principal Amount of up to $190,426,000 upon receipt of a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOrder without any further action. Such order Each Company Order shall specify the amount of the Securities to be authenticated authenticated, shall provide that all such Securities be represented by a Global Security and the date on which the each original issue of Securities is to be authenticated andauthenticated. The Company may, in without the case consent of an issuance of the Holders, issue Additional Securities pursuant with the same terms and with the same CUSIP number as the Initial Securities in an aggregate principal amount up to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09$218,371,000. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to shall authenticate the Securities. Unless limited Additional Securities thereafter (so long as permitted by the terms of this Indenture) for original issue upon a Company Order in aggregate Original Principal Amount as specified in such appointment, Company Order (except as provided in Section 2.06) up to an authenticating agent may authenticate aggregate Original Principal Amount of $218,371,000. Such Additional Securities whenever shall have identical terms to the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights Initial Securities except for issuance dates and with respect to interest accruing prior to their date of issuance or prior to the Company most recent Interest Payment Date, and will constitute the same series as any Registrarthe Initial Securities for all purposes hereunder, Paying Agent or agent for service of notices including, without limitation, waiver, amendments, redemptions and demandsoffers to purchase.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The , but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $100,000,000 upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is outstanding at any time may not exceed 12 20 $100,000,000 except as provided in Section 2.07. Upon the written order of the Company, the Trustee shall authenticate Securities in substitution of Securities originally issued to be authenticated and, in reflect any name change of the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company, any Affiliate of the Company as or any Registrar, Paying Agent or agent for service of notices their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiple thereof.

Execution and Authentication. Two Officers (a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $110,000,000 except as provided in Sections 2.6, 2.7 and 2.10. (b) An Officer shall sign the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. (c) If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. . (d) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the . (e) The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver make available for delivery Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $110,000,000 upon receipt of a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a "Company Order"). Such order The Company Order shall specify the amount of the Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities is to be authenticated andauthenticated. (f) The Trustee shall act as the initial authenticating agent. Thereafter, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with respect to the Company as or an Affiliate of the Company. (g) The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers An Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the aggregate principal amount of $600 million of Initial Securities 250,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficers’ Certificate. Such order The Officers’ Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 2.15 after the Issue Date, shall certify that such issuance is in compliance with Section 4.094.04. Upon receipt of a written order of the Company in the form of an Officers’ Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any Registrar, Paying Agent or agent for service greater integral multiple of notices and demands$1,000.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at At any time and from time to time thereafterafter the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication; and the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order(subject to the last sentence of this paragraph), in each case upon a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company, authenticate and make available, for delivery such Securities. Such The order shall specify the amount of the Securities to be authenticated and the date on which the original issue such Securities are to be authenticated. The aggregate principal amount of Securities is outstanding at any time may not exceed $175,000,000 except to be authenticated and, in the case extent of an issuance of Additional replaced Securities issued pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as or a Related Person. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers An Officer shall sign the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the . (a) The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver make available for delivery Securities for original issue in an the aggregate principal amount specified of up to $125,000,000 ($25,000,000 of which includes Securities issued upon exercise in such order, full of the Initial Purchasers’ option to purchase additional debentures provided for in each case the Purchase Agreement) upon receipt of a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a “Company Order”). Such order Each Company Order shall specify the amount of the Securities to be authenticated authenticated, shall provide that all such Securities shall be represented by a Restricted Global Security and the date on which the each original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $125,000,000 except as provided in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with respect to the Company as or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers of the Company shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of (i) Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified of $150,000,000, (ii) Registered Exchange Securities for issue only in such ordera Registered Exchange Offer, pursuant to the Exchange and Registration Rights Agreement, for a like principal amount of Initial Securities exchanged pursuant thereto and (iii) Private Exchange Securities for issue only in a Private Exchange, pursuant to the Exchange and Registration Rights Agreement, for a like principal amount of Initial Securities exchanged pursuant thereto, in each case upon a written order of the Company signed by two Officers of the Company or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and authenticated, the date on which the original issue of Securities is to be authenticated andand whether the Securities are to be Initial Securities, Registered Exchange Securities or Private Exchange Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $150,000,000 except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Securities. If an Officer or Assistant Secretary whose signature is on a Security was an Officer or Assistant Secretary at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. Each Guarantor shall execute its Guarantee in the manner set forth in Section 10.07. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver (i) Series A Securities for original issue in an the aggregate principal amount specified not to exceed $120,000,000 and (ii) Series B Securities in such orderthe aggregate amount not to exceed $120,000,000, in each case upon a written order of the Company signed in the form of an Officers' Certificate and an Opinion of Counsel in a form reasonably required by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary the Trustee as to the compliance with applicable law of the Companyexchange of Series B Securities for Series A Securities. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated authenticated, the series of Securities and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $170,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating authenticat- ing agent has the same rights as an Agent to deal with respect to the Company as and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers One Officer of the Company shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million 300,000,000 of Initial Securities 6.375% Senior Notes due 2023 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue Additional Securities, in an aggregate principal amount specified in such order, a Company Order. A Company Order delivered to the Trustee in each case upon a written order connection with the authentication of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order Securities under this Section shall specify the amount of the Securities to be authenticated and the date on which the original issue of such Securities is are to be authenticated andauthenticated, and in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue DateSecurities, it shall certify that such issuance is in compliance with Section 4.094.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers of the Company shall sign the Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On The form of Trustee's certificate of authentication to be borne by the Issue DateSecurities shall be substantially as set forth in Exhibit A hereto. The Trustee shall, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company, initially authenticate Securities for original issue up to the aggregate principal amount stated in paragraph 4 of the Securities. Such order The aggregate principal amount of Securities outstanding at any time shall specify not exceed the amount set forth herein except as provided in Section 2.8 hereof. The Securities shall be issued only in fully registered form, without coupons and only in denominations of the $1,000 and any integral multiple thereof. All Securities to be authenticated issued under this Indenture shall vote and the date consent together on which the original issue all matters as one class and no series of Securities is will have the right to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. The Company agrees to pay to each authenticating agent from time to time reasonable compensation under this Section 2.2. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as any Registrar, Paying Agent or agent for service an Affiliate of notices and demandsthe Company.

Execution and Authentication. Two Officers of the Company shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver make available for delivery Securities for original issue in an the aggregate principal amount specified in such orderof up to $200,000,000, in each case upon a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a "Company Order"). Such order The Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated andauthenticated. Upon the exercise of the Purchase Option by the Initial Purchasers, additional Securities in the case aggregate principal amount of an issuance of Additional Securities pursuant up to Section 2.13 after $50,000,000 shall be executed by the Issue DateCompany in the aforementioned manner and delivered to the Trustee for authentication, and shall certify that such issuance is in compliance with Section 4.09thereupon be authenticated and delivered by the Trustee upon Company Order. The aggregate principal amount of Securities outstanding under this Indenture at any time may not exceed $250,000,000, except as provided in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as any Registrar, Paying Agent or agent for service an Affiliate of notices and demandsthe Company.

Execution and Authentication. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Compa- ny by manual or facsimile signature. The Company's seal shall also be reproduced on the Securities. If an Officer or Assistant Secretary whose signature is on a Security was an Officer or Assistant Secretary at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. The Guarantor shall execute the Guarantee in the manner set forth in Section 10.04. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficers' Certificate. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated authenticated, the series of Securities and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $225,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple there-of.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Issuer (a “Written Order”) in the form of an Officer’s Certificate (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000, consisting of $500,000,000 in initial aggregate principal amount of 5.875% Senior Notes due 2026 and (b) subject to the terms of this Indenture, Add-On Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Securities after the Issue Date shall be in a principal amount of at least $250,000 and integral multiples of $1,000 in excess of $250,000. One Officer shall sign the Securities for the Company Issuer by manual manual, facsimile, pdf or facsimile other electronically transmitted signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer of the Trustee, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent paying agent or agent for service of notices and demands.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by an Officer of the Company (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $750,000,000 and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and any integral multiples of $1,000 in excess thereof, whether such Additional Securities are of the same or a different series than the Original Securities. An Officer of the Company shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (i) Original Securities for original issue on the Issue Date in an aggregate principal amount of $70,000,000, (ii) First Additional Securities for original issue pursuant to Section 2.01(c) and (iii) Second Additional Securities for original issue pursuant to Section 2.01(d). Such order shall specify the amount of the Securities to be authenticated, the form in which the Securities are to be authenticated and the date on which the original issue of Securities is to be authenticated. One Officer shall sign the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On Notwithstanding the Issue Dateforegoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $50,000,000 upon the execution of the Indenture and a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a "Company Order"). Such order shall specify the The aggregate principal amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify outstanding at any time may not exceed that such issuance is in compliance with Section 4.09amount. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as or an Affiliate. The Securities shall be issuable only in registered form without coupons. The Securities shall be issuable only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandswhole multiples thereof.

Execution and Authentication. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Security was an Officer or Assistant Secretary at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. Each Guarantor shall execute its Guarantee in the manner set forth in Section 10.07. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue (i) on the Issue Date in an the aggregate principal amount specified of $200,000,000 and (ii) after the Issue Date in such orderan unlimited amount, in each case upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficers' Certificate. Such order Each such Officers' Certificate shall specify the amount of the Securities to be authenticated authenticated, the series of Securities and the date on which the original issue Securities are to be authenticated. There shall be no limit on the aggregate principal amount of Securities is to that may be authenticated andoutstanding at any time. Except as otherwise provided in this Section 2.02 and Sections 2.06, in the case of an issuance of 2.07, 2.16, 4.12 and 4.21, Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is may be issued only in compliance with Section 4.094.03. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as and Affiliates of the Company. The Securities shall be issuable only in registered form without interest coupons in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Securities Security for the Company by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified of up to $125,000,000 (or up to $150,000,000 if the over-allotment option is exercised) and shall authenticate Exchange Securities for original issue in such orderthe aggregate principal amount of up to $125,000,000 (or up to $150,000,000 if the over-allotment option is exercised), in each case upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary Officers' Certificate; PROVIDED that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the CompanyRegistration Rights Agreement. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $125,000,000 (or $150,000,000 if the over- allotment option is to be authenticated andexercised), except as provided in Section 2.7. Upon the written order of the Company in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities pursuant originally issued to Section 2.13 after reflect any name change of the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably Agent acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAgent. An authenticating agent Agent has the same rights as an Agent to deal with respect to the Company as Company, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiples thereof.

Execution and Authentication. Two Officers An Officer shall sign the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that or any office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the aggregate principal amount of $600 million of Initial Securities 2,200,000,000 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Escrow Issuer Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by Issuer in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficer’s Certificate. Such order The Officer’s Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is are to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 2.15 after the Issue Date, shall certify that such issuance is in compliance with Section 4.094.04. Upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect the Issuer and Affiliates of the Issuer. The Securities shall be issuable only in registered form without coupons in minimum denominations of $2,000 and any greater integral multiple of $1,000. On the Bally Acquisition Date, the Company, the Guarantors and the Trustee will enter into a supplemental indenture substantially in the form of Annex A. In connection therewith, SGI will, in accordance with this Section 2.02, execute and deliver Securities in the form set forth in Appendix A (the “SGI Securities”) in replacement of the Initial Securities executed and delivered by the Escrow Issuer on the Issue Date (the “Escrow Issuer Securities”) in the same principal amounts as the Escrow Issuer Securities and in the name of the registered owners of the Escrow Issuer Securities, and will deliver to the Company as any RegistrarTrustee an Authentication Order for the SGI Securities. Upon receipt of such Authentication Order, Paying Agent or agent for service of notices the Trustee will authenticate the SGI Securities, and demandsthe Escrow Issuer Securities will, upon such authentication, be cancelled.

Execution and Authentication. Two Officers At least one Officer shall sign the Securities for the Company by manual or facsimile signaturesignature or via electronic signature as provided in Section 11.17 of this Indenture. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent as described below in this Section 2.02) manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million 450,000,000 of Initial Securities 5.125% Senior Notes Due 2029 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an at least one Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 2.12 after the Issue Date, shall certify that such issuance is in compliance with Section 4.094.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be delivered by the Trustee to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers One duly authorized Officer shall sign the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateUpon a Company Order, the Trustee shall authenticate and deliver Securities for original issue in the aggregate principal amount of $600 million 1,000,000,000. The aggregate principal amount of Initial Securities and, outstanding at any time may not exceed $1,000,000,000, subject to the immediately succeeding paragraph and from time except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to time thereafterSection 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17, 3.01(h), 10.02(f) and 13.06). Upon a Company Order, the Trustee shall authenticate and deliver Securities, including Securities for original issue in not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to be authenticated and bear the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to the Company as endorsement, delivery or redelivery of a Security that is a Global Security shall be in writing but need not comply with Section 14.03 and shall not be required to be accompanied by an Opinion of Counsel. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall also be reproduced on the Securities and may be in facsimile form. If an Officer or Assistant Secretary whose signature is on a Security was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Security, the Security shall nevertheless be valid neverthelessvalid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate stated principal amount specified in such order, in each case at maturity of $27,536,000 upon receipt of a written order of the Company signed by two Officers or by in the form of an Officer Officers' Certificate (which need not comply with Sections 12.02 and either an Assistant Treasurer or an Assistant Secretary of the Company12.03). Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated and authenticated, the date on which the original issue of Securities is are to be authenticated andand such other information as the Trustee may reasonably request. The aggregate stated principal amount at maturity of Securities outstanding at any time may not exceed $27,536,000, except as provided in Section 2.07. Upon receipt of a written order of the case Company, the Trustee shall authenticate Securities in substitution of an issuance Securities originally issued to reflect any name change of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent (an "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with respect to the Company as and Affiliates of the Company. The Trustee hereby appoints Bankers Trust Company to be the Authenticating Agent on the Issue Date. The Securities shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers An Officer of Bucyrus and each Guarantor shall sign the Securities for and the Company Guarantees, respectively, by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of make available for delivery (i) Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified of $150,000,000 and (ii) Exchange Securities from time to time for issue only in such orderexchange for a like principal amount of Initial Securities, in each case case, upon a written order of the Company Bucyrus signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyBucyrus. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated and, outstanding at any time may not exceed $150,000,000 except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.7. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Bucyrus to authenticate the Securities, upon the consent of Bucyrus to such appointment. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers (a) A duly authorized Officer of the Company shall sign the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. (b) If an Officer of the Company whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. . (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the . (d) The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver make available for delivery Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $325,000,000 upon receipt of a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a “COMPANY ORDER”). Such order shall specify the The aggregate principal amount of Securities outstanding at any time may not exceed $325,000,000 except as provided in Section 2.7. (e) The Trustee shall act as the Securities to be authenticated and initial authenticating agent. Thereafter, the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with respect to the Company as or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers shall sign the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the The Trustee shall authenticate and deliver Securities for original issue in an aggregate principal amount specified in such order, in each case of $ upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed that amount except as provided in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.092.07. The Trustee may appoint (at the expense of the Company) an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands.

Execution and Authentication. Two Officers One Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, if applicable, the Security shall be valid nevertheless. A If a Trustee has been appointed, a Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security, otherwise the signature of an Officer shall be sufficient. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. On A Security shall be dated the Issue Date, date of its execution by an Officer unless there is a Trustee in which case it shall be dated the Trustee shall authenticate and deliver $600 million date of Initial Securities and, at its authentication. At any time and from time to time thereafterafter the execution and delivery of this Indenture, the Company shall make available for delivery and if applicable, the Trustee shall authenticate authenticate: (1) Initial Securities for original issue on the Issue Date in an aggregate principal amount of $80,431,000 and deliver (2) subject to the terms of this Indenture, Additional Securities for original issue in an aggregate unlimited principal amount specified in such orderamount, in each case if Trustee has been appointed upon a written order of the Company signed by two Officers or by an one Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (the “Company Order”). Such order Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and, in and whether the case of an issuance of Securities are to be Initial Securities or Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Securities. The Trustee Trustee, if any, may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights with respect to the Company as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Initial Holder or the Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, if any, upon Company Order of the successor Person, and if there is no Trustee, the Company, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in such new name.

Execution and Authentication. (a) Two Officers of the Company, or one Officer shall sign sign, and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid nevertheless. valid. (b) A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the . (c) The Trustee shall authenticate and deliver $600 million of (i) Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified not to exceed $150,000,000, and (ii) Exchange Securities from time to time for issue only in such orderexchange for a like principal amount of Initial Securities, in each case upon receipt of a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such Each such written order shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated, whether the Securities are to be Initial Securities or Exchange Securities and whether the Securities are to be issued as Physical Securities or Global Notes and such other information as the Trustee may reasonably request. The aggregate principal amount of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. outstanding at any time may not exceed $150,000,000. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as or an Affiliate. (e) The Securities shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers An Officer shall sign the Securities for the Company by manual or facsimile signature. The Company's seal shall be affixed to or reproduced on the Securities and attested by the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such reproduction of the seal or any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver make available for delivery Securities for original issue in an the aggregate principal amount specified of up to $ (plus up to an additional $ issued pursuant to the exercise of the over-allotment option described in such order, in each case Section 2(b) of the Purchase Agreement dated between the Company and ) upon receipt of a written order or orders of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyCompany (a "Company Order"). Such order The Company Order shall specify the amount of the Securities to be authenticated and the date on which the each original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $ , except as provided above and in Section 2.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with respect to the Company as or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Company by manual or facsimile signature. The Securities may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security in manual or facsimile form, but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $100 million upon a receipt of one or more written order orders of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficers’ Certificate. Such order The Officers’ Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $100 million, except as provided in Section 2.7. Upon the written order of the Company in the case form of an issuance Officers’ Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities pursuant originally issued to Section 2.13 after reflect any name change of the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as Company. Securities shall be issuable without coupons in denominations of $1,000.00 and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The , but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Original Securities for original issue in an the aggregate principal amount specified of up to $85,000,000 and shall authenticate Series B Securities for original issue in such orderthe aggregate principal amount of up to $85,000,000, in each case upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary Officers' Certificate; provided that such Series B Securities shall be issuable only upon the valid surrender for cancellation of Original Securities of a like aggregate principal amount in accordance with the CompanyRegistration Rights Agreement. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $85,000,000, except as provided in Section 2.7. Upon the written order of the Company in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities pursuant originally issued to Section 2.13 after reflect any name change of the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company, any Affiliate of the Company as or any Registrar, Paying Agent or agent for service of notices their respective Subsidiaries. Securities shall be issuable only in registered form without coupons in denominations of $1,000 and demandsany integral multiple thereof.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer shall attest to, the Securities Security for the Company by manual or facsimile signature. The Company's seal, if any, shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid neverthelessnevertheless and the Company shall nevertheless be bound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. On the Issue Date, the The Trustee shall authenticate and deliver $600 million of Initial Securities and, at any time and from time or cause to time thereafter, the Trustee shall authenticate and deliver be authenticated Securities for original issue in an the aggregate principal amount specified in such order, in each case of up to $125,000,000 upon a written order of the Company signed by two Officers or by in the form of an Officer and either an Assistant Treasurer or an Assistant Secretary of the CompanyOfficers' Certificate. Such order The Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue Securities are to be authenticated. The aggregate principal amount of Securities is to be authenticated andoutstanding at any time may not exceed $125,000,000, except as provided in Section 2.7. Upon the written order of the Company in the case form of an issuance Officers' Certificate, the Trustee shall authenticate Securities in substitution of Additional Securities pursuant originally issued to Section 2.13 after reflect any name changes of the Issue Date, shall certify that such issuance is in compliance with Section 4.09Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by otherwise provided in the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with respect to the Company as Company, any RegistrarAffiliate of the Company, Paying Agent or agent for service any of notices its Subsidiaries. Securities shall be issuable only in fully registered form, without coupons, in denominations of $1,000 and demandsintegral multiples thereof.

Execution and Authentication. Two Officers One duly authorized Officer shall sign the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security no longer holds that office to hold, at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall be valid neverthelesssame office at the Company. A Security shall not be valid until an authorized signatory duly authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. On the Issue DateUpon a Company Order, the Trustee shall authenticate and deliver Securities for original issue in the aggregate principal amount of $600 million 500,000,000. The aggregate principal amount of Initial Securities and, outstanding at any time may not exceed $500,000,000, subject to the immediately succeeding paragraph and from time except for Securities authenticated and delivered in lieu of lost, destroyed or wrongfully taken Securities pursuant to time thereafterSection 2.07. The Company may not, without the consent of Holders of 100% in aggregate principal amount of the outstanding Securities, increase the aggregate principal amount of Securities by issuing additional Securities in the future (except for Securities authenticated and delivered upon registration of transfer or exchange for or in lieu of other Securities pursuant to Sections 2.06, 2.07, 2.10, 2.15, 2.16, 2.17. 2.18, 3.01(h), 3.02(g), 10.02(f) and 13.06). Upon a Company Order, the Trustee shall authenticate and deliver Securities, including Securities for original issue in not bearing the Security Private Placement Legend, to be issued to the transferees when sold pursuant to an aggregate principal amount specified in such order, in each case upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company. Such order shall specify the amount of effective registration statement under the Securities Act as set forth in Section 2.16(b) or when not otherwise required under this Indenture to be authenticated and bear the date on which the original issue of Securities is to be authenticated and, in the case of an issuance of Additional Securities pursuant to Section 2.13 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09Security Private Placement Legend. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as a Securities Agent to deal with the Company and its Affiliates. If a Company Order pursuant to this Section 2.02 has been, or simultaneously is, delivered, then any instructions by the Company to the Trustee with respect to the Company as endorsement, delivery or redelivery of a Security that is a Global Security shall be in writing. The Securities shall be issuable only in registered form without interest coupons and only in minimum denominations of $1,000 principal amount and any Registrar, Paying Agent or agent for service of notices and demandsintegral multiple thereof.