Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

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

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretaryeach of which shall have been duly authorized by all requisite corporate actions, 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 SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs 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. The Trustee shall at any time, and from time to time, authenticate Securities for original issue on the Issue Date in the aggregate principal amount provided in the related Board Resolution, supplemental indenture hereto or Officers' Certificate, upon receipt by the Trustee of $200,000,000 upon a written order of Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the form date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers' Certificate. In 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, 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 the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofor an Affiliate.

Execution and Authentication. Two Officers, or an An Officer and an Assistant Secretary, shall sign, or one Officer of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee. The signature of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Securities shall be substantially as set forth in Exhibit A hereto. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 shall, upon a written order of the Company in signed by two Officers of the form of an Officers' Certificate. In additionCompany, the Trustee shall authenticate Securities for original issue after the Issue Date in up to the aggregate principal amount of up to $200,000,000 upon a written order stated in paragraph 4 of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedSecurities. The aggregate principal amount of Securities outstanding at any time may shall not exceed $400,000,000, the amount set forth herein except as provided in Section 2.072.09 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities Each Global Security authenticated under this Indenture shall be issuable only registered in registered form without coupons in denominations the name of $1,000 the Depositary designated for such Global Security or a nominee thereof and integral multiples thereofdelivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. The Company initially appoints The Depositary Trust Company as the Depositary.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an the Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 500,000,000 and (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount, in each case upon a written order of the Company signed by one Officer of the Company (the “Company Order”). Such Company Order shall specify whether the Securities will be in the form of an Officers' Certificate. In additionDefinitive Securities or Global Securities, 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticated. The aggregate principal amount of Initial Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07or Additional Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its assets in one or more transactions to any Person, and the Successor Company shall have executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Company, be exchanged for other Securities executed in the name of the Successor Company, with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Successor Company, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a Successor Company pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such Successor Company, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer The Trustee shall authenticate and an Assistant Secretary, shall sign, or make available for delivery upon a written order of the Issuers signed by one Officer of each Issuer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $750,000,000 and (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and any integral multiples of $1,000 in excess thereof, whether such Additional Securities are of the same or a different series than the Original Securities. One Officer of each Issuer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 shall, upon a written order of the Company in the form signed by an Officer (an "Authentication Order"), together with an Officer's Certificate and an Opinion of an Officers' Certificate. In additionCounsel, 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 Company stated in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedAuthentication Order. The aggregate principal amount Officer's Certificate and Opinion of Counsel shall each state that all conditions precedent provided for or relating to the issuance of such Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07have been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The Securities Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be issuable only in registered form without coupons in denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $1,000 and integral multiples thereofthis Indenture.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall Officers must sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities of any series for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall will nevertheless be valid. A Security shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall will be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount will, upon receipt at any time or from time to time of $200,000,000 upon a written order of the Company in the form of Issuer signed by two Officers (an Officers' Certificate. In addition“Authentication Order”), the Trustee shall authenticate Securities of any series for original issue after the Issue Date in up to the aggregate principal amount of up to $200,000,000 upon a written order of the Company set forth in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07Authentication Order. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the CompanyIssuer. The In authenticating Securities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to TIA §§ 315(a) through 315(d)) shall be fully protected in relying upon, (1) an Opinion of Counsel stating that: (i) the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) such Securities, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (2) an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Securities have been complied with and that, to the best of the knowledge of the signers of such Certificate, no Event of Default with respect to any of the Securities shall have occurred and be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofcontinuing.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of each Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $[650,000,000], (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Transfer Restricted Securities exchanged pursuant thereto or otherwise pursuant to an Officer effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and an Assistant Secretary, shall sign, whether the Securities are to be Transfer Restricted Securities or one Exchange Securities. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Initial Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 50,000,000 upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "COMPANY ORDER"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time Subject to Section 2.15, the Company may not exceed $400,000,000, except as provided in Section 2.07issue Add On Securities. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, of the Company shall sign, or one Officer shall sign execute the Securities and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Company shall attest to, execute the Securities coupons appertaining thereto for the Company by facsimile or manual or facsimile signaturesignature in the name and on behalf of the Company. If an Officer of the Company whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but coupon appertaining thereto no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until an authorized signatory One Officer of the Trustee manually signs Parent Guarantor shall execute the certificate Security Guarantees for the Parent Guarantor by facsimile or manual signature in the name and on behalf of authentication the Parent Guarantor. If an Officer of the Parent Guarantor whose signature is on a Security Guarantee no longer holds that office at the Securitytime the Security Guarantee is authenticated, the Security Guarantee shall nevertheless be valid. The signature shall be conclusive evidence that Trustee, at the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order expense of the Company in the form of an Officers' Certificate. In additionCompany, 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to (the Company “Authenticating Agent”) to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent signs, manually or by facsimile, the certificate of authentication on the Security or on the Security to which such coupon appertains. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture. At any time and from time to time after the same rights as an Agent execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to deal the Trustee for authentication together with the Company applicable documents referred to below in this Section, and Affiliates the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. The In authenticating any Securities of a series, the Trustee shall be issuable only entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 8) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of the Indenture and would be valid and binding obligations of the Company and the Parent Guarantor, enforceable against the Company and the Parent Guarantor in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee. The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the Board Resolution and/or executed supplemental indenture, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate Principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall (unless provided otherwise in the form without coupons of such Security) bear a legend substantially to the following effect: “Unless and until it is exchanged in denominations whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of $1,000 and integral multiples thereofthe Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one (a) An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. One Officer shall sign each notation of Subsidiary Guarantee for each Guarantor by manual or facsimile signature. (b) If an Officer whose facsimile signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Supplemental Indenture. . (d) The Trustee shall authenticate and deliver: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 475,000,000 and (2) if and when issued, Additional Securities (which may be issued in either a registered or a private offering under the Securities Act), in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order signed by one Officer of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the issue of Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form. The aggregate principal amount Trustee shall also be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required by Section 11.04, an Opinion of Counsel stating: that such Initial Securities outstanding when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions and assumptions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and, if applicable, the Guarantors, enforceable in accordance with their terms, subject to the following limitations: (i) bankruptcy, insolvency, moratorium, reorganization, liquidation, fraudulent conveyance or transfer and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, or to general equity principles, (ii) the availability of equitable remedies being subject to the discretion of the court to which application therefor is made; and (iii) such other usual and customary matters as shall be specified in such Opinion of Counsel. The Company may issue Additional Securities under this Supplemental Indenture subsequent to the Issue Date, subject to Section 4.03 of this Supplemental Indenture; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code. (e) The Trustee shall have the right to decline to authenticate and deliver any time Additional Securities under this Section if the Trustee determines that such action may not exceed $400,000,000lawfully be taken by the Company or if the Trustee in good faith by its board of directors or board of trustee, except as provided in Section 2.07. executive committee, or a trust committee of directors or trustees or Trust Officers shall determine that such action would expose the Trustee to personal liability to existing Holders. (f) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 200,000,000, (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount and (3) Exchange Securities for issue only in an Exchange Offer or upon resale under an effective shelf registration statement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company signed by one Officer of the Company (the “Company Order”). Such Company Order shall specify whether the Securities will be in the form of an Officers' Certificate. In additionDefinitive Securities or Global Securities, 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of the Securities to be authenticated and authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticated. The aggregate principal amount of Initial Securities, Additional Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07or Exchange Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article V, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article V, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities Security for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Issuers shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate or cause to be authenticated the Securities for original issue on the Issue Date in the aggregate principal amount of up to $200,000,000 125,000,000 upon a written order of the Company Issuers in the form of an Officers' Certificate. In addition, the Trustee shall authenticate 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 Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000125,000,000, except as provided in Section 2.072.7. Upon the written order of the Issuers in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of either of the Issuers. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Issuers, any Affiliate of the CompanyIssuers, or any Subsidiaries of the Issuers. The Securities shall be issuable only in fully registered form form, without coupons coupons, in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, execute the Securities for on behalf of the Company by either manual or facsimile signature. If an Officer whose Securities bearing the manual or facsimile signature is on a Security of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or Guarantee, as any of them have ceased to hold such offices prior to the case may be, was an Officer at the time authentication and delivery of such Securities or did not hold such offices on the date of such Securities. At any time and from time to time after the execution but no longer holds that office at and delivery of this Indenture, the time Company many deliver Securities executed by the Company to the Trustee authenticates for authentication, together with a Company Order for the Security, authentication and delivery of such Securities; and the Security Trustee in accordance with such Company Order shall nevertheless be validauthenticate and deliver such Securities as provided in this Indenture and not otherwise. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Trustee's signature on such certificate shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the an aggregate principal amount not to exceed $195,000,000, upon receipt of $200,000,000 upon a written order Company Order. In addition, on or prior to the date of the Company Registered Exchange Offer, the Trustee or an authenticating agent shall authenticate Exchange Securities (including any Private Exchange Securities which will be in the form of an Officers' Certificate. In addition, Exhibit A-2 but which shall have the Trustee shall authenticate Securities for original issue after the Issue Date restrictive legend contained in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. Exhibit The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate SecuritiesSecurities on behalf of the Trustee. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same authenticating rights and duties as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates or with any Affiliate of the Company. The certificates representing the Securities shall will be issuable only issued in fully registered form form, without coupons and only in denominations of $1,000 and any integral multiples multiple thereof. Except as described below, the Securities will be deposited with, or on behalf of, the Depository, and registered in the name of Cede & Co. as the Depository's nominee in the form of a global note certificate substantially in the form of Exhibit A-1 (the "Global Security"). Securities purchased by or transferred to (i) Institutional Accredited Investors who are not Qualified Institutional Buyers, (ii) except as described below, persons outside the United States pursuant to sales in accordance with Regulation S under the Securities Act or (iii) any other persons who are not Qualified Institutional Buyers (collectively, "Non-Global Purchasers") will be issued in registered form without coupons substantially in the form of Exhibit Securities purchased by persons outside the United States pursuant to sales in accordance with Regulation S under the Securities Act will be represented upon issuance by a temporary global note certificate substantially in the form of Exhibit A-1 (the "Offshore Physical Securities" and, together with the U.S. Physical Securities, the "Physical Securities") which will not be exchangeable for U.S. Physical Securities until the expiration of the "40-day restricted period" within the meaning of Rule 903(c)(3) of Regulation S under the Securities Act. The Offshore Physical Securities will be registered in the name of, and be held by, an offshore physical security holder (the "Offshore Physical Security Holder") until the expiration of such 40-day period, at which time the Offshore Physical Securities will be delivered to the Trustee in exchange for Securities registered in the names requested by the Offshore Physical Security Holder. In addition, until the expiration of such 40-day period, transfers of interests in the Offshore Physical Securities can only be effected through the Offshore Physical Security Holder in accordance with the requirements of Section 3.17 hereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 shall, upon a written order of the Company in the form of signed by an Officer (an "Authentication Order"), together with an Officers' Certificate. In additionCertificate and an Opinion of Counsel, the Trustee shall authenticate 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 Company stated in the form of an Officers' CertificateAuthentication Order. Each such The Officers' Certificate and Opinion of Counsel shall specify each state that all conditions precedent provided for or relating to the amount issuance of such Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07have been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The Securities Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be issuable only in registered form without coupons in denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $1,000 and integral multiples thereofthis Indenture.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, execute the Securities and the coupons appertaining thereto, if any, for the Company by facsimile or manual signature, which may be imprinted or facsimile signatureotherwise reproduced on the Securities, in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but coupon appertaining thereto no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security and such coupon shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to (the Company “Authenticating Agent”) to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent has the same rights as an Each Authentication Agent shall be acceptable to deal with the Company and Affiliates shall at all times meet the qualifications of the Trustee required by Article 7 of this Indenture. If at any time an Authentication Agent shall cease to be eligible in accordance with the previous sentence, such Authentication Agent shall resign immediately. If an Authentication Agent consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act shall be an Authentication Agent under this Indenture with the same effect as if the successor Authentication Agent had been appointed as an Authentication Agent as provided herein, provided such successor shall otherwise be eligible to be an Authentication Agent under this Indenture. A Security and the coupons appertaining thereto shall not be valid or obligatory for any purpose or be entitled to the benefits of this Indenture until the Trustee or Authenticating Agent executes the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been duly authenticated and delivered under this Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company, signed by an Officer, or pursuant to such procedures acceptable to the Trustee and such recipients, without any further action by the Company. In authenticating such Securities, the Trustee shall be entitled to receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in relying upon, unless and until such documents have been superseded or revoked: (a) any Board Resolution and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of that series were established; (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and (c) an Opinion of Counsel substantially to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel shall reasonably deem appropriate: (i) the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and the supplemental indenture, to the extent applicable, and (ii) such Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of the Indenture and delivered and duly paid for, would be entitled to the benefits of the Indenture and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding of equity or law). The Trustee shall not be required to authenticate such Securities if the Trustee reasonably determines that the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture in any material respect or may not be lawfully taken. Notwithstanding the provisions of Sections 2.01 and this Section 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to this Section 2.02 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued. With respect to Securities of a series offered in a Periodic Offering, the Trustee may rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Section 2.01 and this Section 2.02, as applicable, in connection with the first authentication of Securities of such series. If the Company shall establish pursuant to or as contemplated by Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities in temporary or permanent form that (i) shall represent and shall be issuable denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “This Security is a Registered Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee thereof. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture and, unless and until it is exchanged in whole or in part for Securities in definitive registered form without coupons in denominations form, this Security may not be transferred except as a whole by the Depositary to the nominee of $1,000 and integral multiples thereofthe Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of each Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $300,000,000, (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Initial Securities exchanged pursuant thereto or otherwise pursuant to an Officer effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and an Assistant Secretary, shall sign, whether the Securities are to be Initial Securities or one Exchange Securities. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee shall authenticate Securities . (1) Initial Exchange Notes for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 10,000,000 and (2) Registered Exchange Notes for issue only on any date on which, pursuant to the Purchase Agreement, the Shelf Registration is effective, in exchange for Initial Exchange Notes of an equal principal amount, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Exchange Notes or Registered Exchange Notes. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 10,000,000 except as provided in Section 2.072.7. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee shall authenticate . (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 110.0 million and (2) Exchange Securities for issue only in a Registered Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities of an equal principal amount, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in (the form of an Officers' Certificate"Company Order"). Each such Officers' Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities or Exchange Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 110.0 million except as provided in Section 2.072.9. 34 28 The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights Company or any Subsidiary Guarantor (if any), pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary Guarantor (if any) shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers of the Company shall sign the Securities on behalf of the Company, and one Officer or an Assistant Secretary (of each Subsidiary Guarantor shall sign the notation on the Securities relating to the Guarantee of whom shallsuch Subsidiary Guarantor on behalf of such Subsidiary Guarantor, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company case by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer of the Company or any Subsidiary Guarantor whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 150,000,000 upon a written order of the Company in the form of an 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 signed by two Officers of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedCompany. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000150,000,000. 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 Depository or its nominee, except as provided 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 Section 2.07certificated form shall be payable at the office of the Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do soso except on original issuance. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Companyor its Affiliates. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless, after giving effect to any exchange of Initial Securities for Exchange Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee A Security shall authenticate be dated the date of its authentication. (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 250,000,000, (2) Additional Securities for original issue and (3) Exchange Securities for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in (the form of an Officers' Certificate"Company Order"). Each such Officers' Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticated. The aggregate principal amount of Initial Securities, Additional Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07or Exchange Securities. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent has In case the same rights Company or any Subsidiary Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of each of the Issuers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless, after giving effect to any exchange of Initial Securities for Exchange Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee A Security shall authenticate be dated the date of its authentication. (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 200,000,000, (2) Additional Securities for original issue and (3) Exchange Securities for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company in the form Issuers signed by two Officers of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order each of the Issuers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each of the Issuers or so long as the Company in is a limited partnership, of the form of an Officers' CertificateGeneral Partner (the "Issuers Order"). Each such Officers' Certificate Such Issuers Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticated. The aggregate principal amount of Initial Securities, Additional Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07or Exchange Securities. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company Issuers to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. In case the Issuer or any Subsidiary Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its Properties and assets to any Person, and the successor Person resulting from such agent. An authenticating agent has consolidation, or surviving such merger, or into which any Issuer or any Subsidiary Guarantor shall have been merged, or the same rights Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuers Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, An Officer of the Company or an Officer and an Assistant Secretary, shall sign, or one Officer of Holdings in its capacity as the manager of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company signed by an Officer of the Company or of Holdings in its capacity as the manager of the Company, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands. The Trustee shall not be required to authenticate such Securities shall be issuable only if the issue thereof may adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Securities and this Indenture, as determined by the Trustee in registered form without coupons in denominations of $1,000 and integral multiples thereofits sole discretion.

Execution and Authentication. Two Officers, Officers of the Company or an Officer and an Assistant Secretary, shall sign, of Holdings in its capacity as the manager of the Company (or one Officer and the Vice President and Secretary of the Company or of Holdings in its capacity as the manager of the Company) shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company signed by two Officers or by an Officer and either a Treasurer or an Assistant Treasurer or a Secretary or an Assistant Secretary of the Company or of Holdings in its capacity as the manager of the Company, and the Trustee in accordance with such written order of the Company shall authenticate and deliver such Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands. The Trustee shall not be required to authenticate such Securities shall be issuable only if the issue thereof may adversely affect the Trustee’s own rights, duties, indemnities or immunities under the Securities and this Indenture, as determined by the Trustee in registered form without coupons in denominations of $1,000 and integral multiples thereofits sole discretion.

Execution and Authentication. Two Officers, or an (a) A duly authorized Officer and an Assistant Secretary, shall sign, or one Officer of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. . (b) If an Officer of the Company whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. . (d) The Trustee shall initially authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 225,000,000 (which includes $25,000,000 aggregate principal amount if the Underwriters exercise their over-allotment option in full) upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). The Company may, without the consent of the Holders, re-open the Securities and issue additional Securities (the “Additional Securities”) with the same terms and with the same CUSIP number as the Securities in an unlimited aggregate principal amount; provided, however that no such Additional Securities may be issued unless fungible with the form Securities offered hereby for U.S. federal income tax purposes. The Trustee shall authenticate Additional Securities thereafter in unlimited aggregate principal amount (so long as permitted by the terms of an Officers' Certificatethis Indenture) for original issue upon a Company Order in aggregate principal amount as specified in such order (except as provided in Section 2.07). Each such Officers' Certificate Company Order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. Such Additional Securities shall have identical terms to the Initial Securities except for issuance dates and prices and with respect to interest accruing prior to their date of issuance, and will constitute the same series as the Initial Securities for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. (e) The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000Trustee shall act as the initial authenticating agent. Thereafter, except as provided in Section 2.07. The the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities manually or by facsimile. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 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. The Trustee shall thereupon authenticate and make available for delivery said Securities for original issue on to or upon the Issue Date in the aggregate principal amount of $200,000,000 upon a written order Written Request of the Company in the form of an Officers' CertificateCompany. In additionauthenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall authenticate be entitled to receive, and, subject to Section 1.01, shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Securities for original issue after were established, certified by the Issue Date in the aggregate principal amount Secretary of up to $200,000,000 upon a written order an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, or if the terms and form of such Securities are established by an Officers' Certificate. Each Certificate pursuant to general authorization of the Board of Directors, such Officers' Certificate; (b) an executed supplement indenture, if any; and (c) an Officers' Certificate shall specify the amount of Securities to be authenticated delivered in accordance with Sections 10.04 and the date on which the Securities are to be authenticated10.05. The aggregate principal amount of Trustee shall have the right to decline to authenticate and deliver any Securities outstanding at any time under this Section if the Trustee, being advised by counsel, determines that such action may not exceed $400,000,000, except as provided lawfully be taken or if the Trustee in Section 2.07good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs or an authenticating agent, as the certificate of authentication on the Security. The case may be, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 700,000,000, (2) if and when issued, Additional Securities (which may be issued in either a registered or a private offering under the Securities Act) and (3) Exchange Securities for issue only in an exchange offer pursuant to a Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order signed by one Officer of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the issue of Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities under this Indenture subsequent to the Issue Date, provided that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code. In authenticating such Securities, the Trustee shall be entitled to receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000the aggregate principal amount of Securities authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities that may be issued under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent reasonably agents acceptable to the Company to authenticate Securities. The Trustee hereby initially appoints the Securities Administrator as an authenticating agent, and both the Securities Administrator and the Company hereby accept such appointment. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantor or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftheir respective Affiliates.

Execution and Authentication. Two Officers, or an An Officer and an Assistant Secretary, shall sign, or one Officer of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs or an authenticating agent, as the certificate of authentication on the Security. The case may be, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver: (1) on the date hereof, Initial 2018 Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 500,000,000, Initial 2020 Securities for original issue in an aggregate principal amount of $750,000,000, Initial 2025 Securities for original issue in an aggregate principal amount of $1,000,000,000, and Initial 2045 Securities for original issue in an aggregate principal amount of $500,000,000, (2) if and when issued, Additional Securities of each series (which may be issued in either a registered or a private offering under the Securities Act) and (3) Exchange Securities of each series for issue only in an exchange offer pursuant to a Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of the same series and in an equal principal amount, in each case upon a written order of the Company in the form of signed by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount and series of the Securities to be authenticated and the date on which the issue of such Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities of each series under this Indenture subsequent to the Issue Date, provided that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code. In authenticating such Securities, the Trustee shall receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company and the Guarantors, respectively, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, as the case may be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities of each series outstanding at any time may not exceed $400,000,000the aggregate principal amount of Securities of that series authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities of any series that may be issued under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent reasonably agents acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantors or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftheir respective Affiliates.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee A Security shall authenticate be dated the date of its authentication. 1. All Securities for original issue issued on the Issue Date shall be identical in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In additionall respects other than issue dates, the Trustee date from which interest accrues and any changes relating thereto. Notwithstanding anything to the contrary contained in this Indenture, subject to Section 2.12, all Securities issued under this Indenture 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount vote and consent together on all matters as one class and no series of Securities will have the right to be authenticated and the date vote or consent as a separate class on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Initially, the Trustee will act as Authenticating Agent. Any such instrument shall be evidenced by an instrument signed by a Trust Officer of the Trustee, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.4 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 shall, upon a written order of the Company in the form signed by an Officer (an "AUTHENTICATION ORDER"), together with an Officer's Certificate and an Opinion of an Officers' Certificate. In additionCounsel, 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 Company stated in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedAuthentication Order. The aggregate principal amount Officer's Certificate and Opinion of Counsel shall each state that all conditions precedent provided for or relating to the issuance of such Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07have been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The Securities Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be issuable only in registered form without coupons in denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $1,000 and integral multiples thereofthis Indenture.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall Officers must sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities of any series for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall will nevertheless be valid. A Security shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall will be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount will, upon receipt at any time or from time to time of $200,000,000 upon a written order of the Company in the form of Issuer signed by two Officers (an Officers' Certificate. In addition“Authentication Order”), the Trustee shall authenticate Securities of any series for original issue after the Issue Date in up to the aggregate principal amount of up to $200,000,000 upon a written order of the Company set forth in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07Authentication Order. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the CompanyIssuer. The In authenticating Securities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and, subject to Sections 315(a) through 315(d) of the TIA, shall be fully protected in relying upon, (a) an Opinion of Counsel stating that: (i) the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) such Securities, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (b) an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with and that, to the best of the knowledge of the signers of such Certificate, no Event of Default with respect to any of the Securities shall have occurred and be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofcontinuing.

Execution and Authentication. Two Officers(a) The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is limited to $350,000,000, or an Officer and an Assistant Secretary, shall sign, or one plus any amount in respect of Payment-in-Kind Interest thereon. (b) An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security that has been authenticated and delivered by the Trustee. (c) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (d) A Security shall not be valid until an authorized signatory of the Trustee manually by manual or facsimile signature signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. . (e) The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 350,000,000 upon receipt of a written order or orders of the Company in signed by an Officer of the form of an Officers' CertificateCompany (a “Company Order”). In addition, at any time, from time to time, the Trustee shall upon receipt of a Company Order authenticate and deliver any Payment-in-Kind Securities for original issue after (or increase the Issue Date principal amount of any Security) as a result of Payment-in-Kind Interest in the an aggregate principal amount of up to $200,000,000 upon a written order of the specified in such Company in the form of an Officers' CertificateOrder. Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. (f) The Trustee shall act as the initial authenticating agent. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000Thereafter, except as provided in Section 2.07. The the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. . (g) The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof and, if PIK Interest is paid, in denominations of $1.00 or integral multiples thereofof $1.00 (in each case in aggregate principal amount).

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Securityor an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount up to $250,000,000 aggregate principal amount ($287,500,000 aggregate principal amount if the Underwriters exercise their over-allotment option in full by executing an over-allotment exercise notice and delivering such executed over-allotment exercise notice to the Trustee and the Company), upon receipt by the Trustee of $200,000,000 upon a written order of Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the form date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers' ’ Certificate. In additionPrior to the issuance of Securities of any Series, the Trustee shall authenticate Securities for original issue after have received and (subject to Section 9.02) shall be fully protected in relying on: (a) the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order of the Company in Board Resolution or Officers’ Certificate establishing the form of the Securities and the terms of the Securities, (b) an Officers' Certificate. Each such Officers' ’ Certificate shall specify the amount complying with Section 13.05, and (c) an Opinion of Securities to be authenticated and the date on which the Securities are to be authenticatedCounsel complying with Section 13.05. The aggregate principal amount Trustee shall have the right to decline to authenticate and deliver any Securities of Securities outstanding at any time such Series: (a) if the Trustee, being advised by counsel, determines that such action may not exceed $400,000,000, except as provided lawfully be taken; or (b) if the Trustee in Section 2.07good faith shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Securities. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofor an Affiliate.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one (a) An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for on behalf of the Company by manual or facsimile signature. Typographic and other minor defects in any facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. (b) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. A Security shall be dated the date of its authentication. (d) The Trustee shall at any time, and from time to time, authenticate Securities for original issue on the Issue Date in the aggregate principal amount provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of $200,000,000 upon a written order Company Order, an Officers’ Certificate delivered in accordance with Sections 11.04 and 11.05 and an Opinion of Counsel which shall state: (1) that the supplemental indenture is authorized and permitted by this Indenture and constitutes a legal, valid and binding obligation of the Company in the form accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting creditors’ rights generally and subject to general principles of an Officers' Certificate. In additionequity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such enforceability is considered in a proceeding in equity or at law; (2) that such Securities when authenticated and delivered by the Trustee 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 and issued by the Company in the form manner and subject to any conditions specified in such Opinion of an Officers' Certificate. Each Counsel, will have been duly authorized, executed and delivered, and constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting creditors’ rights generally and subject to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether such Officers' Certificate shall specify enforceability is considered in a proceeding in equity or at law; and (3) in accordance with Sections 11.04 and 11.05, that all conditions precedent in respect of the amount execution and delivery by the Company of such Securities to be authenticated and the date on which the Securities are to be authenticatedhave been complied with. The aggregate principal amount of Securities of any Series outstanding at any time may not exceed $400,000,000any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.02, except as provided in Section 2.07. 2.08. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an (a) A duly authorized Officer and an Assistant Secretary, shall sign, or one Officer of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. . (b) If an Officer of the Company whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. . (d) The Trustee shall initially authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 ___(which includes $___aggregate principal amount if the Underwriters exercise their over-allotment option in full) upon receipt of a written order or orders of the Company signed by an Officer of the Company (a “Company Order”). The Company may, without the consent of the Holders, re-open the Securities and issue additional Securities (the “Additional Securities”) with the same terms and with the same CUSIP number as the Securities in an unlimited aggregate principal amount; provided, however that no such Additional Securities may be issued unless fungible with the form Securities offered hereby for U.S. federal income tax purposes. The Trustee shall authenticate Additional Securities thereafter in unlimited aggregate principal amount (so long as permitted by the terms of an Officers' Certificatethis Indenture) for original issue upon a Company Order in aggregate principal amount as specified in such order (except as provided in Section 2.07). Each such Officers' Certificate Company Order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. Such Additional Securities shall have identical terms to the Initial Securities except for issuance dates and prices and with respect to interest accruing prior to their date of issuance, and will constitute the same series as the Initial Securities for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. (e) The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000Trustee shall act as the initial authenticating agent. Thereafter, except as provided in Section 2.07. The the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee A Security shall authenticate be dated the date of its authentication. (1) Initial Securities for original issue on the Issue Issuance Date in the an aggregate principal amount of $200,000,000 180,000,000 (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount and (3) Exchange Securities for issue only in a Registered Exchange Offer pursuant to the Registration Rights Agreement or upon resale under an effective Shelf Registration Statement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company signed by two Officers of the Company (the "Company Order"). Such Company Order shall specify whether the Securities will be in the form of an Officers' Certificate. In additionDefinitive Securities or Global Securities, 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticated. The aggregate principal amount of Initial Securities, Additional Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07or Exchange Securities. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Subsidiary Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, execute the Securities for on behalf of the Company by either manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the an aggregate principal amount of at maturity not to exceed $200,000,000 212,909,624 upon a written order of the Company in the form receipt of an 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 Certificate signed by two Officers of the Company in directing the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities Trustee to be authenticated and the date on which authenticate the Securities are and certifying that all conditions precedent to be authenticatedthe issuance of the Securities contained herein have been complied with. The aggregate principal amount Accreted value at maturity of Securities outstanding at any time may not exceed $400,000,000212,909,624, except as provided in Section 2.07. The With the prior written approval of the Company, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Such authenticating agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates or with any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof's Affiliates.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee shall authenticate Securities . (1) Initial Notes for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 150 million, (2) Exchange Notes for issue only in a Registered Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Notes of an equal principal amount and (3) Additional Securities for issuance as Transfer Restricted Securities or otherwise and any Exchange Securities with respect thereto, in each case upon a written order of the Company in signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the form Company; provided, any such order with respect to Additional Securities shall be accompanied by the receipt of an Officers' Certificate. In addition, the Trustee shall Certificate and Opinion of Counsel pursuant to Section 13.4 to authenticate Additional Securities for original issue after the Issue Date in the an aggregate principal amount of up to $200,000,000 upon a written set forth in such request. Such order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities or Exchange Securities. The aggregate principal amount of Original Securities outstanding at any time may not exceed $400,000,000, 150 million except as provided in Section 2.072.7. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the aggregate principal amount of up to $200,000,000 285,000,000 and shall authenticate Exchange Securities for original issue in the aggregate principal amount of up to $285,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, ; provided that such Exchange Securities shall be issuable only upon the Trustee shall authenticate valid surrender for cancellation of Initial Securities for original issue after the Issue Date in the of a like aggregate principal amount of up to $200,000,000 upon a written order of in accordance with the Company in the form of an Officers' CertificateRegistration Rights Agreement. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000285,000,000, except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the Company, or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof. Interest shall be payable in the manner and at the times specified in the form of Securities attached hereto.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 shall, upon a written order of the Company in the form of signed by an Officer (an “Authentication Order”), together with an Officers' Certificate. In addition’ Certificate and an Opinion of Counsel, 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 Company stated in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedAuthentication Order. The aggregate principal amount Officers’ Certificate and Opinion of Counsel shall each state that all conditions precedent provided for or relating to the issuance of such Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07have been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The Securities Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be issuable only in registered form without coupons in denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $1,000 and integral multiples thereofthis Indenture.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one (a) One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. . (b) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. . (c) A Security shall not be valid until authenticated by the manual signature of an authorized signatory officer of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. . (d) The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount upon receipt of $200,000,000 upon a written order of the Company in the form of an signed by two 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 Such order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the Series and the amount of the Securities to be authenticated and the date on which the such Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time is unlimited. In authenticating such Securities and in accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and shall be fully protected in relying upon, an Opinion of Counsel (which may not exceed $400,000,000rely upon an Officers' Certificate as to factual matters) stating: (i) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) that such Securities, except as provided when authenticated and delivered by the Trustee and issued by the Company in Section 2.07. the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (e) The Trustee may appoint an shall initially act as authenticating agent and may subsequently appoint another Person reasonably acceptable to the Company as authenticating agent to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. Provided that the authentication agent has entered into an agreement with the Company concerning the authentication agent's duties, the Trustee shall not be liable for any act or any failure of the authenticating agent to perform any duty either required herein or authorized herein to be performed by such Person in accordance with this Indenture. (f) The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.3 if the Trustee determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. (g) The Securities shall be issuable issued only in registered form without coupons in denominations of $1,000 and integral multiples thereofcoupons.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 500,000,000 (or up to $600,000,000 if the Initial Purchasers' over-allotment option set forth in the Purchase Agreement is exercised in full) upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated and the date on which the authenticated, shall provide that all such Securities are to will be authenticatedrepresented by a Restricted Global Security. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07the amount set forth by this paragraph. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Upon receipt of a written order of the Company signed by two Officers of the Company (a “Company Order”), the Trustee shall authenticate and deliver (a) Initial Securities for original issue on the Issue Date date hereof in the an aggregate principal amount of $200,000,000 upon 1,250,000,000, (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 written order Registered Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Company Securities Act; provided that, in the form of an Officers' Certificate. In additioneach case, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount be entitled to receive an Officers’ Certificate and an Opinion of up to $200,000,000 upon a written order Counsel of the Company that it may reasonably request in the form connection with such authentication of an Officers' CertificateSecurities. Each such Officers' Certificate Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company each Issuer by manual or facsimile signature. If an the Authorized Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 13,778,000, (2) Exchange Securities for issue only in an exchange offer pursuant to Article III or upon resale under an effective Shelf Registration Statement, and only in exchange for Initial Securities of an equal principal amount and (3) under the circumstances set forth in Section 2.6(b), Section 2.6(c) and Section 2.6(d), Initial Securities in the form of an Unrestricted Global Security, in each case upon a written order of the Issuers signed by an Authorized Officer of each Issuer (the “Company Order”). Such Company Order shall specify whether the Securities will be in the form of an Officers' Certificate. In additionDefinitive Securities or Global Securities, 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticated. The aggregate principal amount of Initial Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07or Exchange Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Securities. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Issuers or any Guarantor, pursuant to Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuers or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Section 10.2, as applicable, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, One Officer or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary of the Issuer (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, sign the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities (i) Initial Notes for original issue on the Issue Date in the an aggregate principal amount of not to exceed $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition500,000,000 and (ii) subject to compliance with Section 4.4 and Section 4.16, the Trustee shall authenticate additional Securities (“Additional Notes”) for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 an unlimited amount, in each case upon a written order orders of the Company Issuer in the form of an Officers' ’ Certificate, which Officers’ Certificate shall, in the case of any issuance pursuant to this clause (ii), certify that such issuance is in compliance with Section 4.4. Each In addition, each such Officers' ’ Certificate shall specify the amount of Securities to be authenticated and authenticated, the date on which the Securities are to be authenticated. The , whether the Securities are to be Initial Notes or Securities issued under clause (ii) of the preceding sentence and the aggregate principal amount of Securities outstanding at on the date of authentication, and shall further specify the amount of such Securities to be issued as a Global Security or Physical Securities. Such Securities shall initially be in the form of one or more Global Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Securities to be issued, (ii) shall be registered in the name of the Depository for such Global Security or Securities or its nominee and (iii) shall be delivered by the Trustee to the Depository or pursuant to the Depository’s instruction. All Securities issued under this Indenture shall vote and consent together on all matters as one class and no series of Securities will have the right to vote or consent as a separate class on any time may not exceed $400,000,000, except as provided in Section 2.07matter. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuer and Affiliates of the CompanyIssuer. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 2,000 and integral multiples thereofof $1,000.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Issuer shall issue and the Trustee shall authenticate and deliver $500,000,000 of 6.625% Senior Notes due 2033 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 specified by the Issuer in such order, in each case upon a written order of the Company in the form of Issuer signed by an 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 Officer of the Company in the form of an Officers' CertificateIssuer. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in Section 2.07compliance with this Indenture. 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 otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs or an authenticating agent, as the certificate of authentication on the Security. The case may be, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver: (1) on the date hereof, Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 50,485,000 and (2) if and when issued, Additional Securities, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order signed by one Officer of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the issue of such Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities under this Indenture subsequent to the Issue Date, provided that a separate CUSIP will be used for any Additional Securities that are not “fungible” for U.S. federal income tax purposes with the Securities issued on the Issue Date. In authenticating such Securities, the Trustee shall receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company and the Guarantors, respectively, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, as the case may be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000the aggregate principal amount of Securities authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities that may be issued under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent reasonably agents acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantors or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftheir respective Affiliates.

Execution and Authentication. (a) Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for each First Priority Security on behalf of the Company by manual or signature, provided, however, that in the event a First Priority Security is signed by facsimile signature. , such facsimile signature shall nevertheless be valid and authentic and shall be deemed an original signature for all purposes, and the Company expressly waives any right to contest the validity, authenticity, or originality of any such signature on the basis that such signature is a facsimile. (b) If an Officer whose signature is on a First Priority 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 that the First Priority Indenture Trustee authenticates the First Priority Security, the First Priority Security shall be valid nevertheless, and the Company shall nevertheless be valid. bound by the terms of the First Priority Security and this First Priority Indenture. (c) A First Priority Security shall not be valid until an authorized signatory of the First Priority Indenture Trustee manually signs the certificate of authentication on the SecurityFirst Priority Security (the “Certificate of Authentication”). The Such signature on a Certificate of Authentication shall be conclusive evidence that the First Priority Security has been authenticated under pursuant to the terms of this First Priority Indenture. . (d) The First Priority Indenture Trustee shall authenticate or cause to be authenticated the First Priority Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 up to [U.S.$238,200,000], upon a written order of the Company in the form of an 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 Company in the form of an The Officers' Certificate. Each such Officers' ’ Certificate shall specify the amount of First Priority Securities to be authenticated and the date on which the First Priority Securities are to be authenticated. The aggregate principal amount of First Priority Securities outstanding at any time may not exceed $400,000,000[U.S.$238,200,000], except as provided if (x) such amount is exceeded because a First Priority Security is replaced in accordance with Section 2.07. 2.7 and (y) thereafter the replaced First Priority Security is proven to be held by a bona fide purchaser under Section 2.8, in which case such amount may be exceeded by the principal amount of the replaced First Priority Security. (e) The First Priority Indenture Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate SecuritiesFirst Priority Securities (each an “Authenticating Agent”). Unless otherwise provided in the appointment, an authenticating agent Authenticating Agent may authenticate First Priority Securities whenever the First Priority Indenture Trustee may do so. Each reference in this First Priority Indenture to authentication by the First Priority Indenture Trustee includes authentication by such agentan Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the Company. The , or any of their respective Subsidiaries. (f) First Priority Securities shall be issuable only in fully registered form form, without coupons coupons, in minimum denominations of $1,000 U.S.$1.00 and integral multiples of U.S.$1.00 in excess thereof.

Execution and Authentication. Two Officers, or an (a) An Officer and an Assistant Secretary, shall sign, or one Officer of the Issuer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Issuer, and an Officer of the Company shall sign the notation in the Securities relating to the Company Guarantee. Each such signature may be by manual or facsimile signature. signature of such Officer. (b) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory a Trust Officer of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The . (d) On the Issue Date, the Trustee shall authenticate and deliver U.S.$300,000,000 aggregate principal amount of 7.000% Notes due March 16, 2047 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 specified in such order, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Issuer signed by two Officers of the Company in the form of an Officers' CertificateIssuer. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.12 after the Issue Date, except shall certify that such issuance is in compliance with this Indenture and shall state (i) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as provided set forth in Section 2.07. the Appendix to this Indenture and (ii) the initial Interest Payment Date. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. The Trustee shall authenticate (i) the Initial Securities for original issue in the aggregate principal amount of up to $200,000,000, and (ii) the Exchange Securities from time to time for issue only in exchange for a like principal amount of Initial Securities, in each case upon a written order of the Company in the form of an Officers' Certificate. The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated, whether the Securities are to be Initial Securities or Exchange Securities, and 40 -32- shall further specify the amount of such Securities to be issued as the Global Security, Offshore Physical Securities or U.S. Physical Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $200,000,000, except as provided in Section 2.07. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. Each Subsidiary Guarantor shall execute the Guarantee in the manner set forth in Section 11.09. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs or an authenticating agent, as the certificate of authentication on the Security. The case may be, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver: (1) on the date hereof, Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 700,000,000 and (2) if and when issued, Additional Securities, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order signed by one Officer of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the issue of such Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities under this Indenture subsequent to the Issue Date; provided that a separate CUSIP will be used for any Additional Securities that are not “fungible” for U.S. federal income tax purposes with the Securities issued on the Issue Date. In authenticating such Securities, the Trustee shall receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company and the Guarantors, respectively, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, as the case may be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000the aggregate principal amount of Securities authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities that may be issued under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent reasonably agents acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantors or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftheir respective Affiliates.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, if applicable, the Security shall nevertheless be validvalid nevertheless. A If a Trustee has been appointed, a Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security, otherwise the signature of an Officer shall be sufficient. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its execution by an Officer unless there is a Trustee in which case it shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Company shall make available for delivery and if applicable, the Trustee shall authenticate authenticate: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 80,431,000 and (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount, in each case if Trustee has been appointed upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order signed by one Officer of the Company in (the form of an Officers' Certificate“Company Order”). Each such Officers' Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities or Additional Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000Trustee, except as provided in Section 2.07. The Trustee if any, may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Initial Holder or the Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, if any, upon Company Order of the successor Person, and if there is no Trustee, the Company, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 shall, upon a written order of the Company in the form of signed by an Officer (an "AUTHENTICATION ORDER"), together with an Officers' Certificate. In additionCertificate and an Opinion of Counsel, the Trustee shall authenticate 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 Company stated in the form of an Officers' CertificateAuthentication Order. Each such The Officers' Certificate and Opinion of Counsel shall specify each state that all conditions precedent provided for or relating to the amount issuance of such Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07have been complied with. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The Securities Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 2.13 together with a written statement stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security shall be issuable only in registered form without coupons in denominations deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of $1,000 and integral multiples thereofthis Indenture.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal 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 or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 $ (plus up to an additional $ issued pursuant to the exercise of the over-allotment option described in Section 2(b) of the Purchase Agreement dated between the Company and ) upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000$ , except as provided above and in Section 2.072.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer Officer, whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $125 million of [ ]% Senior Notes Due [ ], 2010, and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.14 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Companydemands. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall upon receipt of a written order 48 39 of the Company signed by two Officers or by an Officer and either an Assistant Secretary or an Assistant Treasurer of the Company authenticate Securities for original issue on the Issue Date Securities in the aggregate principal amount specified in such order; provided that the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of $200,000,000 upon a written order Counsel of the Company that it may reasonably request in the form connection with such authentication of an Officers' CertificateSecurities. 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 Such order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and authenticated, the date on which the original issue of Securities are is to be authenticated. The authenticated and the aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000then authorized and in case of an issuance of Securities pursuant to Section 2.13 after the date of execution of this Indenture, except as provided shall certify that such issuance is in Section 2.07compliance with Article 4. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two OfficersThe Securities shall be executed on behalf of the Issuer by one Officer of the Issuer. Delivery of an executed counterpart of a signature page to any Security by telecopier, facsimile or an Officer other electronic transmission (i.e., a “pdf” or “tif”), including via ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ and an Assistant Secretaryany other electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each be effective as delivery 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 signaturea manually executed counterpart thereof. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Unless otherwise established pursuant to Section 2.03 for the Securities of any series, no Security or Guarantee endorsed thereon shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee Notwithstanding the foregoing, if any Security shall authenticate Securities for original issue on have been authenticated and delivered hereunder but never issued and sold by the Issue Date in Issuer, and the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, Issuer shall deliver such Security to 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except cancellation as provided in Section 2.072.13, 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 may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate the 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 Issuer and Affiliates of the CompanyIssuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture and the Issuer hereby confirms that such appointment is acceptable to it. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer having endorsed ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ executed by the Guarantors to the Trustee for authentication together with the applicable documents referred to below in this Section 2.02, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer. In authenticating the Securities of any series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article Seven) shall be fully protected in relying upon, in addition to the Officer’s Certificate and Opinion of Counsel required by Section 11.04: (a) any Board Resolution of the Issuer or the Guarantors, as appropriate, and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of such series and such Guarantees were established; (b) an Officer’s Certificate of the Issuer or the Guarantors, as appropriate, setting forth the form or forms and terms of the Securities or such Guarantees and stating that the form or forms and terms of the Securities of such series or such Guarantees have been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; (c) an Opinion of Counsel: (i) to the effect that the form or forms and terms of such Securities or such Guarantees have been established by or pursuant to a resolution of the Board of Directors of the Issuer or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to creditors’ rights generally, general principles of equity (whether considered in a proceeding in equity or at law) or an implied covenant of good faith and fair dealing, and such other matters as shall be specified therein; (iii) to the effect that such Guarantees, when the Securities upon which they shall have been endorsed have been authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Guarantors, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to creditors’ rights generally, general principles of equity (whether considered in a proceeding in equity or at law) or an implied covenant of good faith and fair dealing, and such other matters as shall be specified therein; and (iv) and covers such other matters as the Trustee may reasonably request. Unless the terms established pursuant to Section 2.03 for the Securities of a series or portion thereof provide that any such Securities are to be issued in any form other than as Global Securities, the Issuer shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall state the aggregate principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the nominee of the Common Depositary, (iii) shall be delivered by the Trustee to the Common Depositary and (iv) shall bear the Global Security Legend. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.02 if (a) the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (b) the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall be issuable only determine that such action would expose the Trustee to personal liability; or (c) the issue of any such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in registered form without coupons in denominations of $1,000 and integral multiples thereofa manner which is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for on behalf of the Company by manual or facsimile signature. The Company's seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Trustee, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities (i) for original issue on the Issue Date Series A Securities in the aggregate principal amount of $200,000,000 275,000,000 (the "Original Securities"), (ii) the Series B Securities for original issue, pursuant to the Exchange Offer, for a like principal amount of Series A Securities and (iii) any amount of additional Securities specified by the Company after the Issue Date, in each case, upon a written order of the Company in the form of an 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 signed by one Officer of the Company in the form Company; provided, however, that no additional Securities may be issued or guaranteed if a Default or Event of an Officers' CertificateDefault shall have occurred and be continuing. Each such Officers' Certificate Such order shall specify (a) the amount of the Securities to be authenticated and the date on which of original issue thereof, and (b) whether the Securities are Series A Securities or Series B Securities. In authenticating such Securities, the Trustee shall be entitled to receive, and shall be authenticatedentitled to rely upon, an Opinion of Counsel substantially to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000the aggregate principal amount of Securities authorized for issuance by the Company pursuant to one or more written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities that may be issued under this Indenture shall not be limited. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate -8- Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantor or any of the Companytheir respective Affiliates. The Original Securities, the Series B Securities and any such additional Securities shall each be issuable only in registered form a single series for all purposes of this Indenture, including, without coupons in denominations of $1,000 limitation, waivers, amendments, redemptions and integral multiples thereofoffers to purchase.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 204,000,000, (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount and (3) Exchange Securities for issue only in an Exchange Offer or upon resale under an effective Shelf Registration Statement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company signed by one Officer of the Company (the “Company Order”). Such Company Order shall specify whether the Securities will be in the form of an Officers' Certificate. In additionDefinitive Securities or Global Securities, 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticated. The aggregate principal amount of Initial Securities, Additional Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07or Exchange Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, or Additional Securities in an Officer aggregate principal amount to be determined at the time of issuance and specified therein; provided that the Issuers shall deliver to the Trustee an Officer’s Certificate and an Assistant SecretaryOpinion of Counsel addressing such matters as the Trustee may reasonably request. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and whether the Securities are to be Securities. Notwithstanding anything to the contrary in this Indenture or the Appendix, any issuance of Additional Securities after the Issue Date shall sign, or one be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuers to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to each Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company each Issuer by manual or facsimile signature. If an the Authorized Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery, initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 [__________], upon a written order of the Issuers signed by an Authorized Officer of each Issuer (the “Company Order”). Such Company Order shall specify whether the Securities will be in the form of an Officers' Certificate. In additionDefinitive Securities or Global Securities, 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Securities. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuers. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Issuers or any Guarantor, pursuant to Section 9.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuers or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Section 9.2, as applicable, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an the Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 162,000,000, (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount and (3) Exchange Securities for issue only in an Exchange Offer pursuant to the Registration Rights Agreement or upon resale under an effective Shelf Registration Statement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company signed by one Officer of the Company (the “Company Order”). Such Company Order shall specify whether the Securities will be in the form of an Officers' Certificate. In additionDefinitive Securities or Global Securities, 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticated. The aggregate principal amount of Initial Securities, Additional Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07or Exchange Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Subsidiary Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, or Section 10.2, as applicable, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One duly authorized Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If A Security’s validity shall not be affected by the failure of an Officer whose signature is on a such Security or Guaranteeto hold, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be validsame office at the Company. A Security shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount Upon receipt of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In additionOrder, the Trustee shall authenticate Securities for original issue after the Issue Date as provided in SECTION 2.01, with the aggregate principal amount of up to $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not to exceed $400,000,000the maximum amount permitted thereunder. In addition, except in connection with the payment of PIKed interest, the Trustee shall upon receipt of a Company Order as provided in Section 2.07SECTION 2.15 authenticate and deliver PIK Securities for an aggregate principal amount specified in such Company Order for such PIK Securities issued hereunder. Upon receipt of a Company Order, the Trustee shall authenticate Securities not bearing the Private Placement Legend to be issued to the transferee when sold pursuant to an effective registration statement under the Securities Act as set forth in SECTION 2.15(b). The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent so appointed has the same rights as an Agent the Trustee to deal with the Company and Affiliates of the Companyits Affiliates. The Securities shall be issuable only in registered form without interest coupons and only in denominations of $1,000 US$1.00 principal amount and any integral multiples thereofof US$1.00; provided that an increase in the principal amount of Securities as a result of the Company’s election to PIK may be added, and PIK Securities may be issued, in denominations of US$1.00 in accordance with SECTION 2.14.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless, after giving effect to any exchange of Initial Securities for Exchange Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 300,000,000, (2) Additional Securities for original issue and (3) Exchange Securities for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in (the form of an Officers' Certificate“Company Order”). Each such Officers' Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticated. The aggregate principal amount of Initial Securities, Additional Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07or Exchange Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent has In case the same rights Company or any Subsidiary Guarantor, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the Successor Company resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the 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 Company, be exchanged for other Securities executed in the name of the Successor Company with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Successor Company, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a Successor Company pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such Successor Company, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall Officers must sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities of any series for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall will nevertheless be valid. A Security shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall will be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount will, upon receipt at any time or from time to time of $200,000,000 upon a written order of the Company in the form of Issuer signed by two Officers (an Officers' Certificate. In addition“Authentication Order”), the Trustee shall authenticate Securities of any series for original issue after the Issue Date in up to the aggregate principal amount of up to $200,000,000 upon a written order of the Company set forth in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07Authentication Order. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the CompanyIssuer. The In authenticating Securities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive and, subject to Sections 315(a) through 315(d) of the TIA, shall be fully protected in relying upon, (a) an Opinion of Counsel stating that: (i) the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (ii) the terms of such Securities have been established in conformity with the provisions of this Indenture; and (iii) such Securities, when completed by appropriate insertions and executed and delivered by the Issuer to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities; and (b) an Officers’ Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of such Securities have been complied with and that, to the best of the knowledge of the signers of such Certificate, no Event of Default with respect to any of the Securities shall have occurred and be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofcontinuing.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate . (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 150,000,000 and (2) Exchange Securities for issue only in a Registered Exchange Offer, pursuant to the Exchange and Registration Rights Agreement, for Initial Securities for a like principal amount of Initial Securities exchanged pursuant thereto, in each case upon a written order of the Company in the form of signed by two Officers or by an 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 Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate 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 and whether the Securities are to be authenticatedInitial Securities or Exchange Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, 150,000,000 except as provided in Section 2.07. 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 otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Closing Date, the Trustee shall authenticate Securities and make available for original issue on delivery $450,000,000 of 11% Senior Secured Notes due 2011 (the Issue Date in the aggregate principal amount of "Fixed Rate Securities") and $200,000,000 of Senior Secured Floating Rate Notes due 2011 (the "Floating Rate Securities"), and upon receipt of a written order of the Company in signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the form of an Officers' Certificate. In additionCompany, the Trustee shall authenticate and deliver Securities of any series for original issue after the Issue Date in the an aggregate principal amount of up to $200,000,000 upon a written specified in such order. Such order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount and series of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Closing Date, except as provided shall certify that such issuance is in Section 2.07compliance with Sections 4.03 and 4.09. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series (including the Original 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 or an indenture supplemental hereto 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. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on or the Issue Date in Company, with notice to the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In additionTrustee, 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall also be affixed to or imprinted or reproduced on the Securities. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. Each Subsidiary Guarantor shall execute the Subsidiary 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. The Trustee shall authenticate (i) Series C Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 25,000,000 and (ii) Series D Securities from time to time for issue only in exchange for a like principal amount of Series C Securities, in each case upon receipt of a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated authenticated, the series and type of Securities and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,00025,000,000, except as provided in Section 2.07. Upon receipt of a written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of each of the Issuers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless, after giving effect to any exchange of Initial Securities for Exchange Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 200,000,000, (2) Additional Securities for original issue and (3) Exchange Securities for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company in the form Issuers signed by two Officers of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order each of the Company in Issuers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of each of the form of an Officers' CertificateIssuers (the “Issuers Order”). Each such Officers' Certificate Such Issuers Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticated. The aggregate principal amount of Initial Securities, Additional Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07or Exchange Securities. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. In case the Issuer or any Subsidiary Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of all or substantially all of its Properties and assets to any Person, and the successor Person resulting from such agent. An authenticating agent has consolidation, or surviving such merger, or into which any Issuer or any Subsidiary Guarantor shall have been merged, or the same rights Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Issuers Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the SecuritySecurity is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of an authorized signatory officer of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an signed by two 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 Such order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the Series and the amount of the Securities to be authenticated and the date on which the such Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000is unlimited. In authenticating such Securities and in accepting the additional responsibilities under this Indenture in relation to such Securities, except as provided the Trustee shall be entitled to receive and shall be fully protected in Section 2.07relying upon, an Opinion of Counsel stating, (1) that the form or forms of such Securities have been established in conformity with the provisions of this Indenture; (2) that the terms of such Securities have been established in conformity with the provisions of this Indenture; and (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The Trustee may appoint an shall initially act as authenticating agent reasonably and may subsequently appoint another Person acceptable to the Company as authenticating agent to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. Provided that the authentication agent has entered into an agreement with the Company concerning the authentication agent's duties, the Trustee shall not be liable for any act or any failure of the authenticating agent to perform any duty either required herein or authorized herein to be performed by such Person in accordance with this Indenture. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. The Securities shall be issuable issued only in registered form without coupons in denominations and shall be dated the date of $1,000 and integral multiples thereoftheir authentication.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The At any time and from time to time after the execution of this Indenture, the Trustee or an authenticating agent shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount upon receipt of $200,000,000 upon a written order of the Company in signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the form of an Officers' Certificate. In addition, the Trustee shall Company authenticate and deliver Securities for original issue after the Issue Date in the aggregate principal amount specified in such order, provided that the Trustee shall be entitled to receive an Officer's Certificate and an Opinion of up to $200,000,000 upon a written order Counsel of the Company that it may reasonably request in the form connection with such authentication and delivery of an Officers' CertificateSecurities. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticatedauthenticated and in the case of an issuance of Securities pursuant to Section 2.13 after the date of execution of this Indenture, shall certify that such Issuance is in compliance with Section 4.03. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, that amount except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal or a facsimile thereof shall be affixed to or reproduced on the Securities and attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such reproduction of the seal or any such facsimile signature shall not affect the validity or enforceability of any Security which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 55,000,000 (plus up to an additional $8,250,000 issuable upon exercise of the option described in the Purchase Agreement) upon receipt of a written order or orders of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "Company Order"). Each such Officers' Certificate The Company Order shall specify the amount of Securities to be authenticated authenticated, shall provide that all such Securities will be represented by a Restricted Global Security and the date on which the each original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,00063,250,000, except as provided above and in Section 2.072.7. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $115.0 million of 10% Senior Secured Notes due 2010 and, at any time from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Company shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The , but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate the Original Securities for original issue on the Issue Date in the aggregate principal amount of up to $200,000,000 85,000,000 and shall authenticate Series B Securities for original issue in the aggregate principal amount of up to $85,000,000, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, ; provided that such Series B Securities shall be issuable only upon the Trustee shall authenticate valid surrender for cancellation of Original Securities for original issue after the Issue Date in the of a like aggregate principal amount of up to $200,000,000 upon a written order of in accordance with the Company in the form of an Officers' CertificateRegistration Rights Agreement. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,00085,000,000, except as provided in Section 2.072.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the CompanyCompany or any of their respective Subsidiaries. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, who shall have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the up to an aggregate principal amount of Ten Million dollars ($200,000,000 10,000,000) upon a written order of the Company in the form of an Officers' Certificate. In addition, Certificate to a Trust Officer directing the Trustee shall to authenticate the Securities for original issue after and certifying that all conditions precedent to the Issue Date in issuance of the aggregate principal amount of up to $200,000,000 upon a Securities contained herein have been complied with. Upon the written order of the Company in the form of an Officers' Certificate. Each such Officers' Certificate , the Trustee shall specify the amount authenticate Securities in substitution of Securities issued on the Issue Date to be authenticated and reflect any name change of the date on which the Securities are to be authenticatedCompany. The aggregate principal amount of Securities outstanding at any time may not exceed Ten Million dollars ($400,000,000, 10,000,000) except as provided in Section 2.072.07 hereof. The Principal and interest on Book-Entry Securities shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Book-Entry Securities represented thereby. The Principal of and interest on Securities in certificated form ("Physical Securities") shall be payable at the office of the Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. If the Securities are to be issued in the form of one or more Global Securities, then the Company shall execute and integral multiples thereof.the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be in minimum denominations of $1,000, (ii) shall be registered in the name of the Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be delivered to the Trustee as custodian for such Depository or pursuant to such Depository's instructions, and (iv) shall bear the legend set forth in Exhibit B.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. One Officer shall sign each notation of Subsidiary Guarantee for each Guarantor by manual or facsimile signature. If an Officer whose facsimile signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee shall authenticate and deliver: (i) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 112,826,000 and (ii) if and when issued, Additional Securities (which may be issued in either a registered or a private offering under the Securities Act), in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order signed by one Officer of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The aggregate principal amount Company may issue Additional Securities under this Indenture subsequent to the Issue Date, subject to Section 4.3 and Section 4.5 of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07this Indenture. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (an “Authentication Order”) (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $330,000,000 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 Authentication Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or an Officer the Appendix, any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least $2,000 and an Assistant Secretary, shall sign, or one integral multiples of $1,000 in excess of $2,000. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two OfficersThe Securities shall be executed on behalf of the Issuer by one Officer of the Issuer. Delivery of an executed counterpart of a signature page to any Security by telecopier, facsimile or an Officer other electronic transmission (i.e., a “pdf” or “tif”), including via ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ and an Assistant Secretaryany other electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each be effective as delivery 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 signaturea manually executed counterpart thereof. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Unless otherwise established pursuant to Section 2.03 for the Securities of any series, no Security or Guarantee endorsed thereon shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Such signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee Notwithstanding the foregoing, if any Security shall authenticate Securities for original issue on have been authenticated and delivered hereunder but never issued and sold by the Issue Date in Issuer, and the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, Issuer shall deliver such Security to 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except cancellation as provided in Section 2.072.13, 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 may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate the 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 Issuer and Affiliates of the CompanyIssuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture, and the Issuer hereby confirms that such appointment is acceptable to it. If a facsimile signature will be used for the Securities, each signatory should approve such use of his or her signature and evidence of such approval may be required for the enforcement of the Securities in The Netherlands. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series executed by the Issuer having endorsed ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ executed by the Guarantors to the Trustee for authentication together with the applicable documents referred to below in this Section 2.02, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Issuer. In authenticating the Securities of any series, the Trustee shall be entitled to receive prior to the first authentication of any Securities of such series, and (subject to Article Seven) shall be fully protected in relying upon, in addition to the Officer’s Certificate and Opinion of Counsel required by Section 11.04: (a) any Board Resolution of the Issuer or the Guarantors, as appropriate, and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of such series and such Guarantees were established; (b) an Officer’s Certificate of the Issuer or the Guarantors, as appropriate, setting forth the form or forms and terms of the Securities or such Guarantees and stating that the form or forms and terms of the Securities of such series or such Guarantees have been, or will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; (c) an Opinion of Counsel: (i) to the effect that the form or forms and terms of such Securities or such Guarantees have been established by or pursuant to a resolution of the Board of Directors of the Issuer or by a supplemental indenture as permitted by Section 2.01 and 2.03 in conformity with the provisions of this Indenture; (ii) to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Issuer, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to creditors’ rights generally (including the Act on Court Confirmation of Extrajudicial Restructuring Plans (Wet homologatie onderhands akkoord)), general principles of equity (whether considered in a proceeding in equity or at law) or an implied covenant of good faith and fair dealing, and such other matters as shall be specified therein; (iii) to the effect that such Guarantees, when the Securities upon which they shall have been endorsed have been authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Guarantors, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to creditors’ rights generally (including the Act on Court Confirmation of Extrajudicial Restructuring Plans), general principles of equity (whether considered in a proceeding in equity or at law) or an implied covenant of good faith and fair dealing, and such other matters as shall be specified therein; and (iv) and covers such other matters as the Trustee may reasonably request. Unless the terms established pursuant to Section 2.03 for the Securities of a series or portion thereof provide that any such Securities are to be issued in any form other than as Global Securities, the Issuer shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall state the aggregate principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the nominee of the Common Depositary, (iii) shall be delivered by the Trustee to the Common Depositary, and (iv) shall bear the Global Security Legend. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section 2.02 if (a) the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (b) the Trustee in good faith by its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall be issuable only determine that such action would expose the Trustee to personal liability; or (c) the issue of any such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in registered form without coupons in denominations of $1,000 and integral multiples thereofa manner which is not reasonably acceptable to the Trustee.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $90,000,000 of 11.13% Subordinated Pay-In-Kind Notes Due 2010 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The maximum aggregate principal amount of Securities outstanding at which the Trustee shall be permitted to authenticate is the sum of (a) $90,000,000, plus (b) the amount of Additional Securities which the Company may issue from time to time in lieu of cash payment of any time may not exceed $400,000,000, except as provided in Section 2.07or all of the accrued interest on any Security. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer The Trustee shall authenticate and an Assistant Secretary, shall sign, or one Officer shall sign and deliver to a common depositary for further delivery upon a written order of the Issuer signed by one Officer or authorized signatory (an Assistant Secretary “Authentication Order”) (each a) Original Securities for original issue on the date hereof in an aggregate principal amount of whom shall€480,000,000 and (b) subject to the terms of this Indenture, Additional Securities in each casean aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. Notwithstanding anything to the contrary in this Indenture or Appendix A, have been duly any issuance of Additional Securities after the Issue Date shall be in a principal amount of at least €50,000 and integral multiples of €1,000 in excess thereof. One Officer or authorized by all requisite corporate actions) signatory shall attest to, sign the Securities for the Company Issuer by manual or facsimile signature. If an Officer or authorized signatory whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or At least one Officer shall must sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitya Security is authenticated, the Security shall will nevertheless be valid. A Security shall will not be valid until an authorized signatory authenticated by the manual or electronic signature of the Trustee manually signs the certificate of authentication on the SecurityTrustee. The signature shall will be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount will, upon receipt of $200,000,000 upon a written order of the Company in the form of signed by an Officers' Certificate. In additionOfficer (an “Authentication Order”), 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to that may be authenticated and the date on which the Securities are to be authenticatedvalidly issued under this Indenture. The aggregate principal amount of Securities of any series outstanding at any time may not exceed $400,000,000the aggregate principal amount of Securities of such series authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.072.08 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The In authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be issuable only entitled to receive, and (subject to Section 7.02) shall be fully protected in relying upon: (A) an Authentication Order requesting such authentication and setting forth delivery instructions if the Securities are not to be delivered to the Company; (B) any Board Resolution, Officers’ Certificate and/or executed supplemental indenture referred to in Sections 2.01 and 2.02 by or pursuant to which the forms and terms of the Securities were established; (C) an Officers’ Certificate complying with Section 11.04; (D) an Opinion of Counsel complying with Section 11.04. and (E) an Opinion of Counsel which shall state: (1) that the form of such Securities has been established by a supplemental indenture or by or pursuant to a Board Resolution or Officers’ Certificate in accordance with Sections 2.01 and 2.02 and in conformity with the provisions of this Indenture; (2) that the terms of such Securities have been established in accordance with Section 2.01 and in conformity with the other provisions of this Indenture; and (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken by the Company or if the Trustee in good faith determines that such action would expose the Trustee to personal liability to existing Holders or would affect the Trustee’s own rights, duties or immunities under the Securities, this Indenture or otherwise. The Company shall execute and the Trustee shall, in accordance with this Section with respect to the Securities of a series, authenticate and deliver one or more Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued and not yet cancelled, (ii) shall be registered form without coupons in denominations the name of $1,000 the Depositary for such Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary’s instructions and integral multiples thereof(iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.” Each Depositary designated pursuant to this Section must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The manual signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on On the Issue Date in the aggregate principal amount Date, upon receipt of $200,000,000 upon a written order of the Company in signed by two Officers of the form of an Officers' Certificate. In additionCompany (a “Company Order”), the Trustee shall authenticate and deliver $245,548,000 of 6 3/8% Convertible Senior Notes due 2024 and, at any time and from time to time thereafter, the Trustee shall, upon receipt of a Company Order, authenticate and deliver Securities for original issue after the Issue Date in the an aggregate principal amount specified in such Company Order; provided that, in each case, the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of up to $200,000,000 upon a written order Counsel of the Company that it may reasonably request in the form connection with such authentication of an Officers' CertificateSecurities. Each such Officers' Certificate Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in Section 2.07compliance with this Indenture, including Sections 4.03 and 4.10 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, Officers shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities Security for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless and the Issuers shall nevertheless be validbound by the terms of the Securities and this Indenture. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The Security but such signature shall be conclusive evidence that the Security has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate or cause to be authenticated the Securities for original issue on the Issue Date in the aggregate principal amount of up to $200,000,000 155,000,000 upon a written order of the Company Issuers in the form of an Officers' Certificate. In addition, the Trustee shall authenticate 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 Company in the form of an Officers' Certificate. Each such The Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000155,000,000, except as provided in Section 2.072.7. Upon the written order of the Issuers in the form of an Officers' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of either of the Issuers. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Issuers, any Affiliate of the CompanyIssuers, or any Subsidiaries of the Issuers. The Securities shall be issuable only in fully registered form form, without coupons coupons, in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an (a) A duly authorized Officer and an Assistant Secretary, shall sign, or one Officer of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. . (b) If an Officer of the Company whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this the Indenture. . (d) The Trustee shall initially authenticate and make available for delivery Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 115,000,000 upon a written order receipt of an Order of the Company in accordance with Section 3.3 of the form Base Indenture. The Company may, without the consent of the Holders, re-open the Securities and issue additional Securities (the “Additional Securities”) with the same terms and with the same CUSIP number as the Securities in an Officers' Certificateunlimited aggregate principal amount; provided, however that no such Additional Securities may be issued unless fungible with the Securities offered hereby for U.S. federal income tax purposes. In addition, the The Trustee shall authenticate Additional Securities thereafter in unlimited aggregate principal amount (so long as permitted by the terms of the Indenture) for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order an Order of the Company in the form of an Officers' Certificateaggregate principal amount as specified in such order (except as provided in Section 2.06 hereof). Each such Officers' Certificate Order of the Company shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. Such Additional Securities shall have identical terms to the Initial Securities except for issuance dates and prices and with respect to interest accruing prior to their date of issuance, and will constitute the same series as the Initial Securities for all purposes hereunder, including, without limitation, waivers, amendments and offers to purchase. (e) The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000Trustee shall act as the initial authenticating agent. Thereafter, except as provided in Section 2.07. The the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this First Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an (a) An Officer and an Assistant Secretary, shall sign, or one Officer of the Issuer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Issuer, and an Officer of the Company shall sign the notation in the Securities relating to the Company Guarantee. Each such signature may be by manual or facsimile signature. signature of such Officer. (b) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory a Trust Officer of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The . (d) On the Issue Date, the Trustee shall authenticate and deliver U.S.$1,000,000,000 aggregate principal amount of 6.000% Senior Notes due January 15, 2029 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 specified in such order, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Issuer signed by two Officers of the Company in the form of an Officers' CertificateIssuer. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.12 after the Issue Date, except shall certify that such issuance is in compliance with this Indenture and shall state (i) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as provided set forth in Section 2.07. the Appendix to this Indenture and (ii) the initial Interest Payment Date. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee A Security shall authenticate be dated the date of its authentication. (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 126,530,000 (2) subject to the terms of this Indenture, Additional Securities for original issue in an unlimited principal amount and (3) Exchange Securities for issue only in a Registered Exchange Offer or upon resale under an effective Shelf Registration Statement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company signed by two Officers of the Company (the "Company Order"). Such Company Order shall specify whether the Securities will be in the form of an Officers' Certificate. In additionDefinitive Securities or Global Securities, 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities, Additional Securities or Exchange Securities. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. 45 The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two OfficersThe Trustee shall authenticate and make available for delivery upon a written order of each Issuer signed by one Officer (a) Original Securities for original issue on the date hereof in an aggregate principal amount of $271,573,000, (b) subject to the terms of this Indenture, Additional Securities in an aggregate principal amount to be determined at the time of issuance and specified therein and (c) the Exchange Securities for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Initial Securities exchanged pursuant thereto or otherwise pursuant to an Officer effective registration statement under the Securities Act. Such order shall specify the amount of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated and an Assistant Secretary, shall sign, whether the Securities are to be Initial Securities or one Exchange Securities. One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an one or more authenticating agent agents reasonably acceptable to the Company to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one An Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual manual, facsimile or facsimile electronic image scan (e.g., Adobe PDF) signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. On the Issue Date, the Trustee shall, upon receipt of the Company’s order (an “Authentication Order”), authenticate and deliver the Original Securities which Original Securities, being issued pursuant to Section 1145 of the Bankruptcy Code, shall be in the form of an Unrestricted Global Security. In addition, at any time, from time to time, the Trustee shall, upon an Authentication Order and Officer’s Certificate, authenticate and deliver any additional Securities, including the Second Tranche Securities in accordance with Section 2.02. Such Authentication Order shall specify the amount of the Securities to be authenticated and, in the case of any issuance of additional Securities pursuant to Section 2.01 shall certify that such issuance is in compliance with Section 4.03 and Section 4.05. In addition, at any time, from time to time, the Trustee shall (a) authenticate and deliver PIK Securities that may be validly issued under this Indenture and (b) increase the principal amount of any Global Security as a result of a PIK Payment. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any tranche executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officer’s 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. No Opinion of Counsel shall be required to be delivered in connection with the issuance of the Second Tranche Securities. A Security shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon a written order of the Company in the form of an 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company’s seal may also be reproduced on the Securities. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate (i) Series A Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon 170,000,000 and at any time additional Series A Securities for additional issue permitted by the terms of this Indenture and (ii) Series B Securities from time to time only in exchange for a like principal amount of Series A Securities. The Officers’ Certificate shall specify the amount of Securities to be authenticated, the series of Securities and the date on which the Securities are to be authenticated. Upon receipt of a written order of the Company in the form of an Officers' ’ Certificate. In addition, the Trustee shall authenticate Securities in substitution for original issue after the Issue Date in the aggregate principal amount of up Securities originally issued to $200,000,000 upon a written order reflect any name change of the Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers, or an An Officer and an Assistant Secretary, shall sign, or one Officer of the Issuer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Issuer, and an Officer of the Company shall sign the notation in the Securities relating to the Company Guarantee. Each such signature may be by manual or facsimile signaturesignature of such Officer. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory a Trust Officer of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver U.S.$750,000,000 aggregate principal amount of 7.500% Senior Notes due 2020 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 specified in such order, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Issuer signed by two Officers of the Company in the form of an Officers' CertificateIssuer. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.12 after the Issue Date, except shall certify that such issuance is in compliance with this Indenture and shall state (i) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as provided set forth in Section 2.07the Appendix to this Indenture and (ii) the initial Interest Payment Date. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Secu rities and may be in facsimile form. If an Officer whose signature is on a Security 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 authenti cates the Security, the Security shall nevertheless be validvalid neverthele▇▇. 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 con- clusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities and deliver Securi ties for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 50,000,000 upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, that amount except as provided in Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the appointmentterms of such appoint ment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication authen tication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one One Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless, after giving effect to any exchange of Initial Securities for Exchange Securities. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The Trustee A Security shall authenticate be dated the date of its authentication. (1) Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 250,000,000, (2) Additional Securities for original issue and (3) Exchange Securities for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for Initial Securities or Additional Securities of an equal principal amount, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in (the form of an Officers' Certificate"Company Order"). Each such Officers' Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticatedInitial Securities, Additional Securities or Exchange Securities. The aggregate principal amount If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities outstanding at any time may pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not exceed $400,000,000, except as provided in Section 2.07reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent has In case the same rights Company, pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereofsuch new name.

Execution and Authentication. Two Officers, or an One Officer and an Assistant Secretary, shall sign, or one Officer of the Company shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for on behalf of the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. If an Officer of the Company whose signature is on this Indenture or a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Securitysuch Security or at any time thereafter, the Security shall nevertheless be validvalid nevertheless. A Security shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of an authorized signatory of the Trustee manually signs or an authenticating agent, as the certificate of authentication on the Security. The case may be, which signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate and deliver: (1) on the date hereof, Initial Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 650,000,000 and (2) if and when issued, Additional Securities, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order signed by one Officer of the Company in the form of an Officers' CertificateCompany. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the issue of such Securities is to be authenticated and whether the Securities are to be authenticatedin global or definitive form and whether they are to bear the Private Placement Legend. The Company may issue Additional Securities under this Indenture subsequent to the Issue Date, provided that a separate CUSIP will be used for any Additional Securities that are not “fungible” for U.S. federal income tax purposes with the Securities issued on the Issue Date. In authenticating such Securities, the Trustee shall receive, and shall be entitled to conclusively rely upon, an Opinion of Counsel substantially to the effect that such Securities and the related Guarantees, when authenticated and delivered by the Trustee and issued by the Company and the Guarantors, respectively, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company and the Guarantors, as the case may be, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000the aggregate principal amount of Securities authorized for issuance by the Company pursuant to such written orders of the Company, except as provided in Section 2.07. Subject to the foregoing, the aggregate principal amount of Securities that may be issued under this Indenture shall not be limited. The Trustee may appoint an one or more authenticating agent reasonably agents acceptable to the Company to authenticate Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, the Guarantors or any of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftheir respective Affiliates.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Security. The signature of the Trustee on a Security shall be conclusive evidence that the such Security has been duly and validly authenticated and issued under this Indenture. The A Security shall be dated the date of its authentication. At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate Securities and make available for delivery: (1) Initial Notes for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 150,000,000 and (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount of an equal principal amount, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the “Company Order”) and, in the form case of clause (2), delivery of an Officers' CertificateOpinion of Counsel. Each such Officers' Certificate Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities is to be authenticated and whether the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07Initial Notes or Additional Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Securities whenever the Trustee 31 may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights Company or any Subsidiary Guarantor, pursuant to Article IV shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanySecurities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. The If Securities shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in denominations of $1,000 and integral multiples thereof.such new name. SECTION

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, of the Issuer shall sign, or one Officer shall sign and one Officer or an Assistant Secretary of the Issuer (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the SecuritySecurity by manual signature. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount equal to $450,000,000, (ii) Exchange Notes and (iii) subject to the Issuer’s compliance with Section 4.4, one or more series of $200,000,000 upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities Additional Notes for original issue after the Issue Date (such Additional Notes to be substantially in the aggregate principal amount form of up to $200,000,000 Exhibit A) , in each case, upon a written order orders of the Company Issuer in the form of an Officers' ’ Certificate, which Officers’ Certificate shall, in the case of any issuance pursuant to clause (iii) above, certify that such issuance is in compliance with Sections 4.4. Each In addition, each such Officers' ’ Certificate shall specify the amount of Securities to be authenticated and authenticated, the date on which the Securities are to be authenticated. The , whether the Securities are to be Initial Notes issued under clause (i) of the preceding sentence, Exchange Notes issued under clause (ii) of the preceding sentence or Additional Notes issued under clause (iii) of the preceding sentence and the aggregate principal amount of Securities outstanding at on the date of authentication, and shall further specify the amount of such Securities to be issued as Global Securities or Physical Securities. Such Securities shall initially be in the form of one or more Global Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Securities to be issued, (ii) shall be registered in the name of the Depository for such Global Security or Securities or its nominee and (iii) shall be held by the Trustee as custodian for the Depository or its nominee or pursuant to the Depository’s instruction. All Securities issued under this Indenture shall vote and consent together on all matters as one class and no series of Securities shall have the right to vote or consent as a separate class on any time may not exceed $400,000,000, except as provided in Section 2.07matter. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuer and Affiliates of the CompanyIssuer. The Securities shall be issuable only in registered form form, without coupons coupons, in denominations of $1,000 2,000 of principal amount and integral multiples thereofof $1,000.

Execution and Authentication. Two Officers, or an (a) An Officer and an Assistant Secretary, shall sign, or one Officer of the Issuer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Issuer, and an Officer of the Company shall sign the notation in the Securities relating to the Company Guarantee. Each such signature may be by manual or facsimile signature. signature of such Officer. (b) If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be valid. valid nevertheless. (c) A Security shall not be valid until an authorized signatory a Trust Officer of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The . (d) On the Issue Date, the Trustee shall authenticate and deliver U.S.$1,000,000,000 aggregate principal amount of 5.000% Senior Notes due January 15, 2030 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Securities for original issue on the Issue Date in the an aggregate principal amount of $200,000,000 specified in such order, in each case upon a written order of the Company in the form of an Officers' Certificate. In addition, the Trustee shall authenticate Securities for original issue after the Issue Date in the aggregate principal amount of up to $200,000,000 upon a written order Issuer signed by two Officers of the Company in the form of an Officers' CertificateIssuer. Each such Officers' Certificate Such order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.12 after the Issue Date, except shall certify that such issuance is in compliance with this Indenture and shall state (i) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Securities as provided set forth in Section 2.07. the Appendix to this Indenture and (ii) the initial Interest Payment Date. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers(a) The Certificates shall be signed on behalf of the Trust by a Regular Trustee. In case any Regular Trustee of the Trust who shall have signed any of the Securities shall cease to be such Regular Trustee before the Certificates so signed shall be delivered by the Trust, or an Officer such Certificates nevertheless may be delivered as though the person who signed such Certificates had not ceased to be such Regular Trustee; and an Assistant Secretaryany Certificate may be signed on behalf of the Trust by such persons who, at the actual date of execution of such Security, shall signbe the Regular Trustees of the Trust, or one Officer although at the date of the execution and delivery of the Declaration any such person was not such a Regular Trustee. (b) One Regular Trustee 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 Trust Preferred Securities for the Company Trust by manual or facsimile signature. If an Officer whose Unless otherwise determined by the Trust, such signature is on a Security or Guaranteeshall, as in the case may beof Common Securities, 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 valida manual signature. A Trust Preferred Security shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the SecurityInstitutional Trustee. The signature shall be conclusive evidence that the Trust Preferred Security has been authenticated under this IndentureDeclaration. The Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $200,000,000 upon Upon a written order of the Company in the form of an Officers' Certificate. In additionTrust signed by one Regular Trustee, the Institutional Trustee shall authenticate the Trust Preferred 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 Company in the form of an Officers' Certificate. Each such Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticatedissue. The aggregate principal amount of Securities outstanding at any time may not exceed $400,000,000, except as provided in Section 2.07. The Institutional Trustee may appoint an authenticating agent reasonably acceptable to the Company Trust to authenticate Trust Preferred Securities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Trust Preferred Securities whenever the Institutional Trustee may do so. Each reference in this Indenture Declaration to authentication by the Institutional Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent the Institutional Trustee to deal with the Company and Affiliates or an Affiliate of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer Officers shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security or Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Security, the Security shall nevertheless be validvalid nevertheless. A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall authenticate Securities for original issue on On the Issue Date in the aggregate principal amount Date, upon receipt of $200,000,000 upon a written order of the Company in signed by two Officers of the form of an Officers' Certificate. In additionCompany (a “Company Order”), the Trustee shall authenticate and deliver $1,250,000,000 of 5½% Senior Subordinated Notes due 2022 and, at any time and from time to time thereafter, the Trustee shall, upon receipt of a Company Order, authenticate and deliver Securities for original issue after the Issue Date in the an aggregate principal amount specified in such Company Order; provided that, in each case, the Trustee shall be entitled to receive an Officers’ Certificate and an Opinion of up to $200,000,000 upon a written order Counsel of the Company that it may reasonably request in the form connection with such authentication of an Officers' CertificateSecurities. Each such Officers' Certificate Such Company Order shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities are is to be authenticated. The aggregate principal amount authenticated and, in the case of an issuance of Additional Securities outstanding at any time may not exceed $400,000,000pursuant to Section 2.13 after the Issue Date, except as provided shall certify that such issuance is in compliance with Section 2.074.03. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Securities shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.