Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. Two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers One Officer of the Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $600,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case Holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Trustee, Paying Agent or agent for service of notices and demands. In case any of the Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two The Notes shall be executed on behalf of the Issuer by two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by Issuer. Such signatures may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee signs the certificate of authentication on the Note. The Such signature shall be manual. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of Trustee or an authentication to be borne by agent (the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee “Authenticating Agent”) shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date date of this Indenture in an the aggregate principal amount not to exceed $300,000,000, or 300,000,000 and (ii) Unrestricted additional Notes from time to time only in exchange (“Additional Notes”) for a like principal amount original issue following the date of Initial Notesthis Indenture (so long as permitted by the terms of this Indenture, in each case upon a written order of the Company in the form of an Officers' Certificateincluding, without limitation, Section 4.10 hereof). Each such The written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated, whether authenticated and shall further specify the amount of such Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical a Global Note or Certificated Notes. Notwithstanding the foregoing, all Notes or Global Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 vote or consent) as one class and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue no series of Notes is will have the right to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued vote or consent as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the appointment, an authenticating agent Issuer. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with the Company or an AffiliateIssuer and Affiliates of the Issuer. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer of the Issuer (an “Authentication Order”) (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $300,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such Authentication Order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile PDF signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee (or an authenticating agent as described immediately below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may appoint one or more authenticating agents reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securitiesacceptable to the Issuer to authenticate the Notes. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes appointment shall be issued as Initial Notes or Unrestricted Notesevidenced by an instrument signed by a Trust Officer, a copy of which shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable furnished to the Company to authenticate NotesIssuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations agent for service of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Two Officers (a) With respect to each Issuer, the Notes shall sign be signed by manual or facsimile signature by either (each a) two Officers, both of whom shallshall be the Chief Executive Officer, the President, the Treasurer or a Vice President of such Issuer or (b) a Chief Executive Officer, the President, the Treasurer or a Vice President of such Issuer and, with respect to such signature set forth in each caseclause (b), have been duly authorized such signature shall be attested by all requisite corporate actions) the Notes its Secretary or one of its Assistant Secretaries for the Company respective Issuer, as the case may be, by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. . (b) A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A . (c) At any time and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for a like principal amount of Initial Notes, in each case delivery Notes upon a written order of the Company in Issuers signed by an Officer of each of the form of an Officers' CertificateIssuers (the “Issuer Order”). Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders An Issuer Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. authenticated. (d) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent the Authenticating Agent. (e) In case a Surviving Entity has the same rights as executed an Agent to deal indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such transaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. The If Notes shall at any time be issuable only authenticated and delivered in registered form any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers Any Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company on behalf of MBIA by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the TrusteeFiscal Agent. The Fiscal Agent’s signature shall be conclusive evidence that the Note has been authenticated under this IndentureAgreement. The form of Trustee's certificate of authentication to be borne by Fiscal Agent shall authenticate the Notes shall be substantially as set forth for original issue in Exhibits A and B heretothe aggregate principal amount of $1,000,000,000 upon a Company Order. The Trustee shall authenticate aggregate principal amount of Notes Outstanding at any time may not exceed the sum of (i) Initial $1,000,000,000 and (ii) the principal amount of lost, destroyed or stolen Notes for which replacement Notes are issued pursuant to Section 2.06; provided, however, that are 6 1/2% Senior Notes due 2014 for original issue on MBIA may, from time to time, subject to the Issue Date in an approval of the Superintendent, without notice to, or the consent of the Holders of Notes, increase the aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial the Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of by creating and issuing further Notes to be authenticated ranking equally with and the date on which ratably with the Notes in all respects; provided, further, that such further Notes are to be authenticated, whether fungible with the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted SecuritiesU.S. federal income tax purposes. Any such order or orders shall specify further Notes will have the amount same terms (other than the initial interest accrual date and initial Interest Payment Date, if applicable) and the same CUSIP number and ISIN number as the Notes and will be consolidated and form a single series with the Notes. Each holder of Notes agrees that any such subsequent issuance of Notes will delay the expiration of the Notes to be authenticated and the date on which the original issue holding period required for unrestricted transfer of Notes is to be authenticated and, in the case of an issuance of Additional all Notes pursuant to Section 2.17 Rule 144(k) under the Securities Act, or any successor rule or regulation, to the latest expiration date of such period related to any Notes whenever issued. MBIA shall not make any further issuances of Notes later than one year after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9original issuance. The Trustee Fiscal Agent may appoint an authenticating agent acceptable to the Company MBIA to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee Fiscal Agent may do so, other than upon original issuance or pursuant to Section 2.06. Each reference in this Indenture Agreement to authentication by the Trustee Fiscal Agent includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofMBIA.

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized the Issuer by all requisite corporate actions) one Officer of the Notes for the Company by Issuer. Such signature may be either manual or facsimile signaturefacsimile. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee signs the certificate of authentication on the Note. The Such signature shall be manual. Such signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The form of Trustee's certificate of Trustee or an authentication to be borne by agent (the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee “Authenticating Agent”) shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date date of this Supplemental Indenture in an the aggregate principal amount not to exceed $300,000,000225,000,000, or and (ii) Unrestricted Additional Notes from time to time only for original issue following the date of this Supplemental Indenture in exchange for a like unlimited aggregate principal amount (so long as permitted by the terms of Initial Notesthis Supplemental Indenture, in each case including, without limitation, Section 4.10 hereof) for original issue upon a written order of the Company Issuer in the form of an Officers' CertificateOfficer’s Certificate in aggregate principal amount as specified in such order. Each such written order The Officer’s Certificate shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether and shall further specify the amount of such Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical a Global Note or Certificated Notes. The aggregate principal amount of Notes or Global outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. Notwithstanding the foregoing, all Notes issued under this Supplemental Indenture shall vote and consent together on all matters (as to which any of such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 vote or consent) as one class and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue no series of Notes is will have the right to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued vote or consent as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the appointment, an authenticating agent Issuer. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with the Company or an AffiliateIssuer and Affiliates of the Issuer. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof.

Execution and Authentication. Two Officers The Notes shall sign be executed by an Officer or an authorized signatory as identified in an Officers’ Certificate (each pursuant to a power of whom shall, in each case, have been duly attorney or other similar instrument). The signature of any such Officer (or authorized by all requisite corporate actionssignatory) on the Notes for shall be by manual, facsimile or other electronic signature in the Company by manual or facsimile signaturename and on behalf of the Issuer. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature Trustee or authenticating agent manually signs the certificate of authentication on the TrusteeNote. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form Trustee or an authenticating agent shall, upon receipt of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall an Issuer Order, authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue in an unlimited aggregate principal amount, of which $425,000,000 are being issued on the Issue Date in an aggregate principal amount not to exceed $300,000,000Date, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Additional Notes, in each case upon a written order of the Company in the form of an Officers' Certificateand (iii) Additional Notes issued pursuant to Section 2.14. Each such written order Issuer Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Registered Notes or Global Notes and or such other information as the Trustee may reasonably request. Additional Notes may In addition, with respect to authentication pursuant to clauses (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Issuer shall be issued accompanied by an Opinion of Counsel of the Issuer in accordance with Section 2.17 and a form reasonably satisfactory to the Trustee stating that the issuance of the Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9Issuer. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuer or an AffiliateAffiliate of the Issuer. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $1,000 2,000 in principal amount and any integral multiple multiples of $1,000 in excess thereof.

Execution and Authentication. Two Officers An Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signatureother means permitted by this Indenture. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000shall, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company signed by two Officers of the Company or by an Officer and an Assistant Secretary of the Company (the “Authentication Order”), authenticate (i) on the Issue Date $250,000,000 in aggregate principal amount of Notes and (ii) at any time and from time to time thereafter, Additional Notes (subject to the form provisions of Section 2.13) in an Officers' Certificateaggregate principal amount specified in such Authentication Order. Each such written order Such Authentication Order shall specify (i) the amount of the Notes to be authenticated and authenticated, (ii) the date on which the Notes are to be authenticated, (iii) whether the Notes are to be Initial Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, (iv) whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notesbear the Global Note Legend, shall certify that such issuance will not be prohibited by Section 4.9the ERISA Legend, the Regulation S Legend, the Regulation S Temporary Global Note Legend and/or the Private Placement Legend. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers One Officer of the Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile electronic signature. If an any Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee authenticates manually the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $1,000,000,000, and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company Issuer signed by an Officer of the Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case Holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized the Issuer by all requisite corporate actions) an Officer of the Notes for the Company by Issuer. Such signature may be either manual or facsimile signaturefacsimile. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee signs the certificate of authentication on the Note. The Such signature shall be manual. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of Trustee or an authentication to be borne by agent (the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee “Authenticating Agent”) shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date date of this Indenture in an aggregate principal amount not equal to exceed $300,000,000, or (ii) Unrestricted additional Notes (“Additional Notes”) for original issue following the date of this Indenture in unlimited aggregate principal amount (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.10 hereof) upon a written order of the Issuer executed by an Officer, and (iii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes or Additional Notes, as the case may be, in each case upon a written order of the Company in the form of an Officers' CertificateIssuer Order. Each such written order Such Issuer Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes, Additional Notes or Unrestricted Exchange Notes, and shall further specify the amount of such Notes and whether the Notes are to be issued as Physical a Global Note or Certificated Notes. The aggregate principal amount of Notes or Global outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 vote or consent) as one class and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue no series of Notes is will have the right to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued vote or consent as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the appointment, an authenticating agent Issuer. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with the Company or an AffiliateIssuer and Affiliates of the Issuer. The Notes shall be issuable only in registered form form, without coupons coupons, and only in minimum denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof.

Execution and Authentication. Two Officers shall At least one Officer must sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until authenticated by the manual signature of the Trustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate will authenticate: (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date Date, Initial Notes in an the aggregate principal amount not to exceed of $300,000,000450,000,000, or (ii) Unrestricted Exchange Notes from time for original issue, pursuant to time only in exchange the Exchange Offer, for a like principal amount of Initial Notes, and (iii) any amount of Additional Notes specified by the Issuers, in each case case, upon receipt of a written order of the Company in the form of Issuers signed by two Officers (an Officers' Certificate“Authentication Order”). Each such written Such order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify (a) the amount of the Notes to be authenticated and the date on which the of original issue of thereof and (b) whether the Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial are Restricted Notes or Unrestricted Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuers pursuant to one or more Authentication Orders, shall certify that such issuance will not be prohibited by except as provided in Section 4.92.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an AffiliateAffiliate of the Company. The Initial Notes and the Additional Notes (and, in each case, any Exchange Notes issued in exchange therefor) shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall be issuable only in registered form without coupons in denominations of $1,000 include the Initial Notes and any integral multiple thereofAdditional Notes (and, in each case, any Exchange Notes issued in exchange therefor). Nothing in this paragraph shall be deemed to modify, replace or otherwise affect the restrictions on transfer applicable to Restricted Notes set forth in Section 2.06 hereof.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a security shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $315,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or Additional Notes for original issue in an unlimited principal amount, and (ii3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Notes from time to time only in exchange for a like principal amount of Initial NotesGlobal Note, in each case upon a written order of the Company Issuer signed by one Officer of the Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes shall be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andauthenticated, whether the Notes are to be Initial Notes or Additional Notes and to whom such Notes should be delivered (which in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Global Notes, shall certify that such issuance will not be prohibited by Section 4.9the Notes Custodian). The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. Any such instrument 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV or an AffiliateSection 10.2, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes 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 Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers At least one Officer of the Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) execute the Notes for on behalf of the Company Issuer, which shall include images of manually executed signatures transmitted by manual facsimile, email or facsimile signatureother electronic format (including, without limitation, “.pdf,” “.tif,” “.jpg” or other format) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, by the manual manual, facsimile or electronic signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The form On the Issue Date, the Trustee shall, upon receipt of Trustee's certificate of authentication to be borne by an Issuer’s Order (an “Authentication Order”), authenticate and deliver the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order (together with such other documents as may be required pursuant to this Indenture), authenticate and deliver any Additional Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only specified in exchange such Authentication Order for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9increased hereunder. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Issuer.

Execution and Authentication. Two Officers One Officer, who shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Company Issuer by manual manual, facsimile or facsimile electronic image scan signature. If an the Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. . (i) The Trustee shall initially authenticate (i) Initial Dollar Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed of $300,000,000500,000,000 of Dollar Notes, or (ii) Unrestricted the Euro Paying Agent shall initially authenticate Initial Euro Notes for original issue on the Issue Date in an aggregate principal amount of €175,000,000 of Euro Notes and (iii) the Trustee shall thereafter authenticate (x) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuer and (y) Exchange Notes from time to time only for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Company Issuer in the form of an Officers' CertificateOfficer’s Certificate of the Issuer; provided, however, that if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP, ISIN, Common Code or other similar identification number than the Initial Notes. Each such written order shall specify the principal amount of such Notes to be authenticated and the date on which the such Notes are to be authenticated. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee may reasonably request. Additional Notes may for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes deemed never to be have been authenticated and delivered hereunder and shall never be entitled to the date on which the original issue benefits of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9this Indenture. The Trustee may appoint an one or more authenticating agent acceptable to agents with the Company consent of the Issuer to authenticate the Notes, and the Trustee may enter into an appropriate agency agreement with any such authentication agent not a party to this Indenture. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an Affiliateauthenticating agent for purposes of this Indenture. The Dollar-denominated Notes shall be issuable only in registered form without coupons in denominations of $1,000 2,000 and any integral multiple thereofmultiples of $1,000 in excess of $2,000. The Euro-denominated Notes shall be issuable only in registered form without coupons in denominations of €100,000 and any integral multiples of €1,000 in excess of €100,000.

Execution and Authentication. Two Officers One Officer of each Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuers by manual manual, facsimile or facsimile pdf signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $2,250,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuers signed by one Officer of each Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case Holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 either Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged or amalgamated 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 amalgamation, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers An Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signatureother means permitted by this Indenture. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000shall, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company signed by two Officers of the Company or by an Officer and an Assistant Secretary of the Company (the “Authentication Order”), authenticate (i) on the Issue Date $765,000,000 in aggregate principal amount of Notes and (ii) at any time and from time to time thereafter, Additional Notes (subject to the form provisions of Section 2.13) in an Officers' Certificateaggregate principal amount specified in such Authentication Order. Each such written order Such Authentication Order shall specify (i) the amount of the Notes to be authenticated and authenticated, (ii) the date on which the Notes are to be authenticated, (iii) whether the Notes are to be Initial Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, (iv) whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notesbear the Global Note Legend, shall certify that such issuance will not be prohibited by Section 4.9the ERISA Legend, the Regulation S Legend, the Regulation S Temporary Global Note Legend and/or the Private Placement Legend. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication. The Trustee will authenticate and deliver: (i) Original Notes for original issue in the aggregate principal amount not to exceed $600.0 million, and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Issuer, after the following conditions have been met: (A) Receipt by the Trustee of an Officers’ Certificate (which shall include the statement specified in Section 11.04) specifying (1) the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, (2) in the case of Additional Notes, that the issuance of such Notes does not contravene Section 4.04, (3) whether the Notes are to be issued as one or more Global Notes or Definitive Notes, and (4) other information the Issuer may determine to include or the Trustee may reasonably request. (B) In the case of Additional Notes that are not fungible with the Original Notes for U.S. federal income tax purposes, such Additional Notes shall bear a different CUSIP number, and the Trustee shall receive an Opinion of Counsel that conforms with the requirements of Section 11.05 hereof and states that such Additional Notes are the legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee (or an Authentication Agent as described below) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent Authentication Agent reasonably acceptable to the Company Issuer to authenticate any Notes. 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 Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent Authentication Agent has the same rights as an any Registrar, Paying Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations agent for service of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Two Officers (a) One Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. . (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, of which $1,500.0 million will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $1,500.0 million or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes issued on the date hereof or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (e) A Note shall not be valid until authenticated by the manual signature of the Trustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (f) The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to which may be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes delivered under this Indenture is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. unlimited. (g) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers One Officer of each Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuers by manual manual, facsimile or facsimile pdf signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $750,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuers signed by one Officer of each Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case Holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 either Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged or amalgamated 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 amalgamation, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Officer. The signature of any of these Officers on the Notes may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee Authentication Agent authenticates the Note, the Note shall be valid nevertheless. A No Note shall not be entitled to any benefit under this Indenture or be valid until authenticated or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Authentication Agent by manual signature of the Trustee. The signature signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Paying Agent for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The form Notes of Trustee's certificate each series shall be issuable in such denominations as shall be specified as contemplated by Section 2.01. In the absence of authentication any such provisions with respect to be borne by the Notes of any series, the Notes of such series denominated in Dollars shall be substantially as set forth issuable in Exhibits A denominations of $2,000 and B hereto. The Trustee integral multiples of $1,000 in excess thereof and the Notes of such series denominated in a Non-Dollar Currency shall authenticate be issuable in denominations equivalent to $2,000 and integral multiples equivalent to $1,000 in excess thereof in that Non-Dollar Currency (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order rounded to an integral multiple of the Company in the form 1,000 units of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9Non-Dollar Currency). The Trustee may appoint an authenticating agent (the “Authentication Agent”) acceptable to the Company to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. The Trustee hereby appoints with due care Citibank, N.A., as the Authentication Agent and Citibank, N.A. hereby accepts such appointment. The Company hereby confirms this appointment as acceptable to it. The Trustee shall have no responsibility to compensate, an authenticating agent may authenticate Notes whenever reimburse or indemnify the Authentication Agent. The Trustee may do so. Each reference in this Indenture change the Authentication Agent without prior notice to authentication by the Trustee includes authentication by such agent. An authenticating agent has Holders; provided the same rights as an Authentication Agent is acceptable to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofCompany.

Execution and Authentication. Two Officers (a) At least one Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. . (b) The Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.07, of which $850.0 million aggregate principal amount will be issued on the date of this Indenture. (c) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes or Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (e) A Note shall not be valid until authenticated by the manual signature of the Trustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (f) The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to which may be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes delivered under this Indenture is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. unlimited. (g) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers One Officer of each Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuers by manual manual, facsimile or facsimile pdf signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A dated the date of its authentication. At any time and B hereto. The from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (ia) 2024 Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed of $300,000,000, or (ii) Unrestricted 1,050,000,000 and 2026 Initial Notes from time to time only for original issue on the Issue Date in exchange for a like an aggregate principal amount of $1,050,000,000, (b) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (c) under the circumstances set forth in Section 2.06(e), Initial NotesNotes in the form of an Unrestricted Global Note, in each case upon a written order of the Company Issuers signed by one Officer of each Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case Holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 an Agent Issuer, pursuant to deal Article 4, shall be consolidated or merged or amalgamated with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger or amalgamation, or into which an Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article 4, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $500,000,000 and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, 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 Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in and whether the case of an issuance of Additional Notes pursuant are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. 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 Notes 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 45 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 Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Company, be exchanged for other Notes 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 Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company or an AffiliateOrder of the Successor Company, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such Successor Company, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid and shall not be entitled to any benefit under this Indenture until authenticated an authorized signatory of the Trustee authenticates the Note by the manual or facsimile signature. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been authenticated duly and validly authenticated, issued and delivered under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $275,000,000, (2) subject to exceed $300,000,000the terms of this Indenture (including Section 4.10), Additional Notes for original issue in an unlimited principal amount and (3) Exchange Notes for issue only in a Registered Exchange Offer or (ii) Unrestricted Notes from time to time upon resale under an effective Shelf Registration Statement, and only in exchange for a like Initial Notes or Additional Notes of an equal principal amount of Initial Notesamount, in each case upon a written order of the Company Issuer signed by an Officer of the Issuer (the “Issuer Order”). Such Issuer Order shall (a) specify whether the Notes shall be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, (b) the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andauthenticated, (c) and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and (d) in the case of an any issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by is in compliance with Section 4.94.10. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer, pursuant to Article Five, 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 consolidation, or surviving such merger, or into which the Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an Agent to deal indenture supplemental hereto with the Company Trustee pursuant to Article Five, any of the Notes authenticated or an Affiliatedelivered 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 Notes 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 Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuers by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $400,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company Issuers signed by one Officer (the “Issuers Order”). Such Issuers Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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, 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 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 Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuers Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers An Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company and an Officer of each Brazilian Subsidiary Guarantor and Uruguayan Subsidiary Guarantor shall sign the notation in the Notes relating to each Note Guarantee. An Officer of each of the Argentine Subsidiary Guarantors shall sign the acceptance to the Offer Letter, and upon such acceptance of the Offer Letter, and satisfaction of all other conditions precedent herein and therein, each Argentine Subsidiary Guarantor shall be bound by manual the notation in the Notes relating to each Note Guarantee. Each such signature may be by manual, electronic or facsimile signaturesignature of such Officer. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by a Trust Officer manually or electronically signs the manual signature certificate of authentication on the TrusteeNote. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by On the Notes shall be substantially as set forth in Exhibits A and B hereto. The Issue Date, the Trustee shall authenticate (i) Initial Notes that are 6 1/2and deliver U.S.$500,000,000 aggregate principal amount of 7.500% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,0002032 and, or (ii) Unrestricted Notes at any time and from time to time only in exchange thereafter, the Trustee shall authenticate and deliver Notes for a like principal amount of Initial Notesoriginal issue, in each case upon a written order of the Company in the form of an Officers' CertificateIssuer Order. Each such Such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the aggregate principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in #100727204v8 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 an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations agent for service of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Two Officers One Officer of each Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuers by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $295,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or Additional Notes for original issue in an unlimited principal amount, (ii3) Unrestricted Exchange Notes from time for issue only in an exchange offer pursuant to time the Registration Rights Agreement and only in exchange for a like Initial Notes or Additional Notes of an equal principal amount and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuers signed by one Officer of each Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of the Notes and whether the Notes are to be Initial Notes, Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Exchange Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 any Issuer or 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 any Issuer or 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 Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the receipt of an AffiliateIssuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $770,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) Exchange Notes for issue only in an exchange offer pursuant to the Registration Rights Agreement or (ii) Unrestricted Notes from time to time upon resale under an effective Shelf Registration Statement, and only in exchange for a like Initial Notes or Additional Notes of an equal principal amount and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of the Notes and whether the Notes are to be Initial Notes, Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Exchange Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers (a) At least one Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for on behalf of the Company by manual or facsimile signature. . (b) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. . (c) A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. . (d) The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an the aggregate principal amount not to exceed $300,000,000, or 500,000,000 and (ii) Unrestricted subject to the terms of this Indenture, Additional Notes from time to time only in exchange for a like an aggregate principal amount to be determined at the time of Initial Notesissuance and specified therein, in each case case, upon a written order of the Company in the form of an Officers' Certificate’ Certificate (an “Authentication Order”). In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably require in connection with such authentication of Notes. Each such written order Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and or such other information as the Trustee may reasonably request. With respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, such Authentication Order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes may be issued in accordance does not give rise to an Event of Default, complies with Section 2.17 this Indenture and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify has been duly authorized by the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. Company. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations agent for service of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $430,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or Additional Notes for original issue in an unlimited principal amount, and (ii3) under the circumstances set forth in Section 2.6(f), Initial Notes in the form of an Unrestricted Notes from time to time only in exchange for a like principal amount of Initial NotesGlobal Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 or lease all or substantially all of its assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer or lease as aforesaid, shall have executed an Agent to deal indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer or lease may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers An Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signaturesignature and may be imprinted or otherwise reproduced. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate . (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed of $300,000,000225,000,000, or (ii2) Unrestricted any Additional Notes for original issue from time to time after the Issue Date in such principal amounts as set forth in Section 2.15 and (3) any Exchange Notes for issue only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a "Company Order"). Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andand whether the Notes are to be Initial Notes or Exchange Notes. The aggregate principal amount of Initial Notes which may be authenticated and delivered under this Indenture is limited to $225,000,000. Additionally, in the case Company may from time to time, without notice to or consent of an issuance the Holders, issue such additional principal amounts of Additional Notes as may be issued and authenticated pursuant to clause (2) of this paragraph, and Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of the same class pursuant to Section 2.17 after 2.6, Section 2.9, Section 2.10, Section 3.6, Section 9.5 and except for transactions similar to the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9Registered Exchange Offer. The Trustee may appoint an authenticating agent (the "Authenticating Agent") reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights Company, pursuant to Article V, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto (if not otherwise a party to the Indenture) with the Trustee pursuant to Article V, any of the Notes 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 Notes 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 Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company or an AffiliateOrder of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. The If Notes shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person (if other than the Company) pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person (if other than the Company), at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Security shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $275,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) Exchange Notes for issue only in an exchange offer pursuant to the Registration Rights Agreement or (ii) Unrestricted Notes from time to time upon resale under an effective Shelf Registration Statement, and only in exchange for a like Initial Notes or Additional Notes of an equal principal amount and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes shall be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andand whether the Notes are to be Initial Notes, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Exchange Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. Any such instrument 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV or an AffiliateSection 10.2, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes 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 Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer of the Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $[•], (2) subject to exceed $300,000,000the terms of this Indenture, or Additional Notes for original issue in an unlimited principal amount, (ii3) any PIK Notes issued in payment of PIK Interest and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Notes from time to time only in exchange for a like principal amount of Initial NotesGlobal Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case Holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes. On any interest payment date on which the Issuer pays PIK Interest with respect to a Global Note, the Trustee shall increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest whole Dollar, for the relevant interest period on the principal amount of such Global Note as of the relevant record date for such interest payment date, to the credit of the Holders on such record date, pro rata in accordance with their interests, and an adjustment shall be made on the books and records of the Trustee (if it is then the Note Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Note Custodian, to reflect such increase. On any interest payment date on which the Issuer pays PIK Interest by issuing definitive PIK Notes, the principal amount of any such PIK Notes issued to any Holder, for the relevant interest period as of the relevant record date for such interest payment date, shall certify that such issuance will not be prohibited by Section 4.9rounded up to the nearest whole Dollar. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Trustee, Paying Agent or agent for service of notices and demands. In case any of the Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuers by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $265,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or Additional Notes for original issue in an unlimited principal amount, (ii3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Notes from time to time only in exchange for a like principal amount of Initial NotesGlobal Note, in each case upon a written order of the Company Issuers signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 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 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 Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two The Notes shall be executed on behalf of the Issuer by two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by Issuer. Such signatures may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee signs the certificate of authentication on the Note. The Such signature shall be manual. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of Trustee or an authentication to be borne by agent (the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee “Authenticating Agent”) shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date date of this Indenture in an the aggregate principal amount not to exceed $300,000,000225,000,000, or (ii) Unrestricted additional Notes (“Additional Notes”) for original issue following the date of this Indenture in an aggregate principal amount (net of OID at issuance) not to exceed $12,102,750 (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.10 hereof) upon a written order of the Issuer executed by an Officer, and (iii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes or Additional Notes, as the case may be, in each case upon a written order orders of the Company Issuer in the form of an Officers' Officer’s Certificate. Each such The written order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes, Additional Notes or Unrestricted Exchange Notes, and shall further specify the amount of such Notes and whether the Notes are to be issued as Physical a Global Note or Certificated Notes. The aggregate principal amount of Notes or Global outstanding at any time may not exceed $225,000,000 (net of OID at issuance) except as provided in Section 2.07 hereof. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 vote or consent) as one class and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue no series of Notes is will have the right to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued vote or consent as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the appointment, an authenticating agent Issuer. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with the Company or an AffiliateIssuer and Affiliates of the Issuer. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof.

Execution and Authentication. Two Officers (a) At least one Officer shall sign (each execute the Third Lien Exchangeable Notes on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Third Lien Exchangeable Note no longer holds that office at the time the Trustee authenticates the Notea Third Lien Exchangeable Note is authenticated, the Third Lien Exchangeable Note shall nevertheless be valid nevertheless. valid. (b) A Third Lien Exchangeable Note shall not be entitled to any benefit under this Third Lien Exchangeable Notes Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Third Lien Exchangeable Note has been duly authenticated and delivered under this Third Lien Exchangeable Notes Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate . (ic) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on On the Issue Date in an aggregate principal amount not to exceed $300,000,000Date, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount the Trustee shall, upon receipt of Initial Notes, in each case upon a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt (i) of an Authentication Order, authenticate and deliver any PIK Notes in an aggregate principal amount specified in such Authentication Order for such PIK Notes issued hereunder or (ii) a written order of the Company, increase the aggregate principal amount of an outstanding Global Note as a result of a PIK Payment in the form of an Officers' Certificate. Each amount set forth in such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. order. (d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Third Lien Exchangeable Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Third Lien Exchangeable Notes whenever the Trustee may do so. Each reference in this Third Lien Exchangeable Notes Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company or an AffiliateAffiliate of the Company. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $269,625,000, (b) subject to the terms of this Third Lien Exchangeable Notes Indenture, PIK Notes, (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Third Lien Exchangeable Notes Indenture. The Such order shall specify the amount of the Third Lien Exchangeable Notes to be authenticated, the date on which the original issue of Third Lien Exchangeable Notes is to be authenticated and whether the Third Lien Exchangeable Notes are to be Initial Notes, PIK Notes or other Unrestricted Global Notes. Notwithstanding anything to the contrary herein, only an Authentication Order shall be issuable only delivered to the Trustee and no Officer’s Certificate or Opinion of Counsel shall be required to be delivered in registered form without coupons connection with any PIK Payment (whether by an issuance of PIK Notes or by an increase in denominations the aggregate principal amount of $1,000 and any integral multiple thereofan outstanding Global Note as a result of a PIK Payment).

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $3,100,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or Additional Notes for original issue in an unlimited principal amount, (ii3) Unrestricted Exchange Notes from time for issue only in an exchange offer pursuant to time the Registration Rights Agreement and only in exchange for a like Initial Notes or Additional Notes of an equal principal amount and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of the Notes and whether the Notes are to be Initial Notes, Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Exchange Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two (a) On the Issue Date, one or more Officers of each of the Co-Obligors shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Co-Obligors by manual or facsimile signature. The Trustee shall, upon a written order of the Co-Obligors signed by one or more Officers of each of the Co-Obligors (an “Authentication Order”) delivered to the Trustee from time to time, authenticate Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.07, of which $160,000,000 will be issued on the date of this Indenture. (b) Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue (i) Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $160,000,000 or (ii) Exchange Notes in exchange for Additional Notes; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes issued on the date hereof or Additional Notes, as the case may be, of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (c) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (d) A Note shall not be valid until authenticated by the manual signature of the Trustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (e) The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to which may be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes delivered under this Indenture is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. unlimited. (f) The Trustee may appoint an authenticating agent acceptable to the Company Co-Obligors, to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Co-Obligors.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Security shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $325,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) Exchange Notes for issue only in an exchange offer pursuant to the Registration Rights Agreement or (ii) Unrestricted Notes from time to time upon resale under an effective Shelf Registration Statement, and only in exchange for a like Initial Notes or Additional Notes of an equal principal amount and (4) under the circumstances set forth in Section 2.06(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes shall be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andand whether the Notes are to be Initial Notes, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Exchange Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. Any such instrument 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any Subsidiary Guarantor, pursuant to Article 4 or Section 10.02, 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 Issuer 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 Trustee pursuant to Article 4 or an AffiliateSection 10.02, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes 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 Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile electronic signature. If an the Officer whose signature is on a Note no longer holds that such office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee, the Paying Agent or the Authenticating Agent authenticates the Note. The signature of the Trustee. The signature , the Paying Agent or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to Note may only be borne authenticated by the Notes manual signature. A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of €600,000,000 and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentan 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 any of the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated, merged or amalgamated with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which any of the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $[·], (2) subject to exceed $300,000,000the terms of this Indenture, or Additional Notes for original issue in an unlimited principal amount, and (ii3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Notes from time to time only in exchange for a like principal amount of Initial NotesGlobal Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A dated the date of its authentication. At any time and B hereto. The from time to time after the execution and delivery of this Indenture, upon receipt of an Issuer Order the Trustee shall authenticate and make available for delivery: (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $1,120,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or Additional Notes for original issue in an unlimited principal amount, and (ii3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Notes from time to time only in exchange for a like principal amount of Initial NotesGlobal Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the receipt of an AffiliateIssuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer of each Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuers by manual manual, facsimile or facsimile pdf signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $1,300,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuers signed by one Officer of each Issuer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case Holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 either Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged or amalgamated 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 amalgamation, or into which either Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, amalgamation, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $325,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, (3) Exchange Notes for issue only in an exchange offer pursuant to the Registration Rights Agreement or (ii) Unrestricted Notes from time to time upon resale under an effective Shelf Registration Statement, and only in exchange for a like Initial Notes or Additional Notes of an equal principal amount and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of the Notes and whether the Notes are to be Initial Notes, Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Exchange Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers An Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the TrusteeTrustee or an authenticating agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000shall, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in Issuer signed by one Officer directing the form of an Officers' Certificate. Each such written order shall specify the amount of Notes Trustee to be authenticated authenticate and the date on which deliver the Notes are and certifying that all conditions precedent to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount issuance of the Notes to be authenticated and contained herein have been complied with, authenticate (i) the date on which the Initial Notes for original issue of Notes is up to be authenticated and, the aggregate principal amount stated in the case of an issuance of Notes, (ii) Additional Notes pursuant for original issue from time to Section 2.17 time after the Issue Date, whether Date in such principal amounts as may be set forth in a written order of the Issuer described in this sentence; provided that the issuance of such Additional Notes shall be issued as subject to Section 2.16 and 4.9 and (iii) any Exchange Notes from time to time for issue only in exchange for like principal amount of Initial Notes or Unrestricted Additional Notes, shall certify that . The aggregate principal amount of Notes outstanding at any time may not exceed such issuance will not be prohibited by amount except as provided in Section 4.92.16 hereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or the Company Issuer or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Issuer.

Execution and Authentication. Two Officers At least one Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by On the Notes shall be substantially as set forth in Exhibits A and B hereto. The Initial Issuance Date, the Trustee shall authenticate and deliver $262.5 million of 9.75% Senior Secured Notes due 2020. At any time and from time to time thereafter, the Trustee shall authenticate and deliver (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on or (ii) PIK Notes (or increases in the Issue Date principal amount of any Notes) as a result of a PIK Payment, in each case in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only specified in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate(a “Company Order”). Each such written order Such Company Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the aggregate principal amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and to whom the Notes shall be registered and delivered and, in the case of an issuance of Additional Notes (and not PIK Notes) pursuant to Section 2.17 2.13 after the Issue Initial Issuance Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not is in compliance with Section 4.09. The aggregate principal amount of the Notes, at any date of determination, shall be prohibited by Section 4.9the principal amount of the Notes, including any PIK Notes issued in respect thereof, and any increase in the principal amount thereof, as a result of a PIK Payment at such date of determination. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations agent for service of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Two Officers An authorized managing director or directors or an authorized officer or officers (in each case individually, an “authorized officer”) of the Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an Officer authorized officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until authenticated by the manual signature an authorized signatory of the TrusteeTrustee or, as the case may be, an authentication agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication Pursuant to be borne by an Issuer Order, the Notes Issuer shall be substantially as set forth in Exhibits A execute and B hereto. The the Trustee shall authenticate (ia) Initial Original Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in up to an aggregate principal amount not to exceed $300,000,000of €142,000,000 and (b) Additional Notes, or (ii) Unrestricted Notes from time to time, subject to compliance at the time only of issuance of such Additional Notes with the provisions of Section 2.15. Any issue of Additional Notes that is to utilize the same ISIN or Common Code number as a Note already issued hereunder shall be effected in exchange for a like manner and under circumstances whereby the issue of Additional Notes is treated as a “qualified reopening” (within the meaning of U.S. Treas. Reg. 1.1275-2(k)(3), or any successor provision, all as in effect at the time of further issue) of the issue of notes having the shared ISIN or Common Code number, as the case may be. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order Notes outstanding shall specify not exceed the amount of Notes to be authenticated set forth herein except as provided in Sections 2.07 and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.92.15. The Trustee may appoint an authenticating authentication agent reasonably acceptable to the Company Issuer to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating any such authentication agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating authentication agent has the same rights as an any Registrar, co-Registrar Transfer Agent or Paying Agent to deal with the Company Issuer or an AffiliateAffiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofdetermine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile electronically imaged signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee or Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated an authorized officer of the Trustee or the Authenticating Agent authenticates the Note by the manual or electronically imaged signature. The signature of the Trustee. The signature Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A dated the date of its authentication. At any time and B hereto. The Trustee from time to time after the execution and delivery of this Indenture, the Authenticating Agent shall authenticate and make available for delivery: (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $1,200,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or Additional Notes for original issue in an unlimited principal amount, and (ii3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Notes from time to time only in exchange for a like principal amount of Initial NotesGlobal Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notesthe Notes and Trustee initially appoints U.S. Bank Trust Company, National Association as Authentication Agent. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee and Agent pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers (a) An Officer of the Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signaturesignature which may be imprinted or otherwise reproduced thereon. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. . (b) A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually signs the certificate of authentication on the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by . (c) On the Notes shall be substantially as set forth in Exhibits A and B hereto. The Issue Date, the Trustee shall authenticate (i) Initial Notes that are 6 1/2and deliver $800,000,000 of 5.875% Senior Notes due 2014 2028 and, at any time and from time to time thereafter, the Trustee shall authenticate and deliver Notes for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only specified in exchange for a like principal amount of Initial Notessuch order, in each case upon a written order of the Company in Issuer signed by an Officer of the form of an Officers' CertificateIssuer (the “Issuer Order”). Each such written Such order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. authenticated. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations agent for service of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $900,000,000 and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall certify that such issuance will not be prohibited by Section 4.9required in connection with the authentication of the Initial Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers An Officer of each Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual manual, facsimile or facsimile electronic (including PDF) signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $1,000,000,000 and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company Issuers signed by one Officer of each of the Issuers (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case Holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 an Agent Issuer or any Guarantor, pursuant to deal 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 entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which an Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers At least one Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A No Note shall not be entitled to any benefit under this Indenture or be valid until authenticated or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of the Trustee. The signature signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an Affiliateauthenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof, subject to the issuance of PIK Interest Notes or the increase in the principal amount of a Global Note in order to evidence PIK Interest, which PIK Interest Notes or increased principal amount of a Global Note will be in denominations of $1.00 and integral multiples of $1.00 in excess thereof. On any integral multiple thereofInterest Payment Date on which the Issuer pays PIK Interest (a “PIK Payment”), with respect to a Global Note, the Trustee, or the Depository at the direction of the Trustee, will increase the principal amount of such Global Note, effective as of the applicable Interest Payment Date, by an amount equal to the PIK Interest payable, rounded up to the nearest whole dollar, for the relevant interest period on the principal amount of such Global Note, to the credit of the Holders on the relevant Record Date and an adjustment will be made on the books and records of the Trustee with respect to such Global Note to reflect such increase. Following an increase in the principal amount of a Global Note as a result of the payment of PIK Interest, such Global Notes will bear interest on such increased principal amount from and after the relevant Interest Payment Date. On any Interest Payment Date on which the Issuer makes a PIK Payment by issuing definitive Notes (a “PIK Interest Note”) under this Indenture having the same terms as the Notes, the principal amount of any such PIK Interest Note issued to any Holder, for the relevant interest period as of the relevant Record Date for such Interest Payment Date, will be rounded up to the nearest whole dollar.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $1,790,000,000 and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall certify that such issuance will not be prohibited by Section 4.9required in connection with the authentication of the Initial Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon receipt of the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $1,700,394,000 and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall certify that such issuance will not be prohibited by Section 4.9required in connection with the authentication of the Initial Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $400,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or Additional Notes for original issue in an unlimited principal amount, and (ii3) under the circumstances set forth in Section 2.6(f), Initial Notes in the form of an Unrestricted Notes from time to time only in exchange for a like principal amount of Initial NotesGlobal Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 or lease all or substantially all of its assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer or lease as aforesaid, shall have executed an Agent to deal indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer or lease may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer of the Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $980,815,000, (2) subject to exceed $300,000,000the terms of this Indenture, or Additional Notes for original issue in an unlimited principal amount, (ii3) any PIK Notes issued in payment of PIK Interest and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Notes from time to time only in exchange for a like principal amount of Initial NotesGlobal Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case Holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes. On any interest payment date on which the Issuer pays PIK Interest with respect to a Global Note, the Trustee shall increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest whole Dollar, for the relevant interest period on the principal amount of such Global Note as of the relevant record date for such interest payment date, to the credit of the Holders on such record date, pro rata in accordance with their interests, and an adjustment shall be made on the books and records of the Trustee (if it is then the Note Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Note Custodian, to reflect such increase. On any interest payment date on which the Issuer pays PIK Interest by issuing definitive PIK Notes, the principal amount of any such PIK Notes issued to any Holder, for the relevant interest period as of the relevant record date for such interest payment date, shall certify that such issuance will not be prohibited by Section 4.9rounded up to the nearest whole Dollar. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Trustee, Paying Agent or agent for service of notices and demands. In case any of the Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers An authorized Officer of each Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuers by manual or facsimile signature. If an authorized Officer whose signature is on a Note no longer holds that office at the time the Trustee Notes Administrator authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until authenticated by the manual signature an authorized signatory of the TrusteeNotes Administrator manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate . (i) Initial Original Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in up to an aggregate principal amount not to exceed of $300,000,000, or 299,859,000 and (ii) Unrestricted PIK Notes from subject to compliance at the time of issuance of such PIK Notes with the provisions of this Indenture in an amount necessary to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated satisfy its obligations under this Indenture and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9pay PIK Interest. The Trustee Notes Administrator may appoint an authenticating agent reasonably acceptable to the Company Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such authenticating agent may authenticate Notes whenever the Trustee Notes Administrator may do so. Each reference in this Indenture to authentication by the Trustee Notes Administrator includes authentication by any such agent. An authenticating agent has the same rights as an any Registrar, co-Registrar Transfer Agent or Paying Agent to deal with the Company Issuers or an AffiliateAffiliate of the Issuers. The Notes Administrator shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Notes Administrator determines that such action may not lawfully be issuable only taken or if the Notes Administrator in registered form without coupons in denominations of $1,000 and good faith shall determine that such action would expose the Notes Administrator to personal liability to any integral multiple thereofHolders.

Execution and Authentication. Two Officers An Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of a Responsible Officer of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form Trustee shall, upon a written order of Trustee's certificate the Issuers (the “Authentication Order”) signed by two Officers of authentication the Issuers directing the Trustee to be borne by authenticate the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with and receipt of an Opinion of Counsel, authenticate and deliver: (i) Initial Notes that are 6 1/2on the Issue Date, an aggregate principal amount of $315 million 10.25%/11.00% Senior Notes due 2014 2016, (ii) Additional Notes for an original issue on the Issue Date in an aggregate principal amount not specified in an Authentication Order pursuant to exceed $300,000,000this Section 2.2, or (iiiii) Unrestricted PIK Notes from time to time as set forth in Section 2.1(e) and (iv) Exchange Notes for issue only in exchange an Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted and/or PIK Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee Issuers may appoint an authenticating agent reasonably acceptable to the Company Trustee to authenticate Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or the Company Issuers or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Issuers.

Execution and Authentication. Two Officers One Officer of the Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile PDF signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $350,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case Holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as any Trustee, Paying Agent or agent for service of notices and demands. In case any of the Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $1,600,809,000 and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall certify that such issuance will not be prohibited by Section 4.9required in connection with the authentication of the Initial Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $200,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement or (ii) Unrestricted Notes from time to time upon resale under an effective Shelf Registration Statement, and only in exchange for a like Initial Notes or Additional Notes, as the case may be, of an equal principal amount of Initial Notesamount, 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 of an Officers' CertificateCompany (the “Company Order”). Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andand whether the Notes are to be Initial Notes, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Exchange Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with In case the Company or any Subsidiary Guarantor (if any), 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 Affiliateentirety to 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 Trustee pursuant to Article IV, any of the Notes 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 Notes 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 Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Officer. The signature of any of these Officers on the Notes may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee Authentication Agent authenticates the Note, the Note shall be valid nevertheless. A No Note shall not be entitled to any benefit under this Indenture or be valid until authenticated or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Authentication Agent by manual signature of the Trustee. The signature signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Paying Agent for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The form Notes of Trustee's certificate each series shall be issuable in such denominations as shall be specified as contemplated by Section 2.01. In the absence of authentication any such provisions with respect to be borne by the Notes of any series, the Notes of such series denominated in Dollars shall be substantially as set forth issuable in Exhibits A denominations of $2,000 and B hereto. The Trustee integral multiples of $1,000 in excess thereof and the Notes of such series denominated in a Non-Dollar Currency shall authenticate be issuable in denominations equivalent to $2,000 and integral multiples equivalent to $1,000 in excess thereof in that Non-Dollar Currency (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order rounded to an integral multiple of the Company in the form 1,000 units of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9Non-Dollar Currency). The Trustee may appoint an authenticating agent (the “Authentication Agent”) acceptable to the Company to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. The Trustee hereby appoints with due care Citibank, N.A., as the Authentication Agent, and Citibank, N.A. hereby accepts such appointment. The Company hereby confirms this appointment as acceptable to it. The Trustee shall have no responsibility to compensate, an authenticating agent may authenticate Notes whenever reimburse or indemnify the Authentication Agent. The Trustee may do so. Each reference in this Indenture change the Authentication Agent without prior notice to authentication by the Trustee includes authentication by such agent. An authenticating agent has Holders; provided the same rights as an Authentication Agent is acceptable to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofCompany.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that such office at the time the Trustee or the Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee or the Authenticating Agent manually authenticates the Note. The signature of the Trustee. The signature Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A dated the date of its authentication. At any time and B hereto. The from time to time after the execution and delivery of this Indenture, the Trustee or the Authenticating Agent shall authenticate and make available for delivery: (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $2,000,000,000 and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company signed by one Officer (the “Company Order”). Such Company Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case of an issuance of Additional Holder and whether the Notes pursuant are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. 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 Notes 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 an any Registrar, Paying Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations agent for service of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Two Officers An Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form At any time and from time to time after the execution and delivery of Trustee's certificate of authentication to be borne this Indenture, the Issuers may deliver Notes executed by the Notes shall be substantially as set forth in Exhibits A Issuers to the Trustee for authentication; and B hereto. The the Trustee shall authenticate and deliver (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in the Issue Date in an aggregate principal amount not to exceed of $300,000,0003,525,000,000, or (ii) Unrestricted Additional Notes from time to time only for original issue in aggregate principal amount specified by the Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in Issuers signed by an Officer of each of the form of Issuers (an Officers' Certificate“Authentication Order”). Each such written order Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes such notes are to be Initial Notes, Additional Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Notes one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the The aggregate principal amount of the Notes to which may be authenticated and the date on which the original issue of Notes delivered under this Indenture is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9unlimited. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Issuers.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $6,335,000,000, consisting of $4,932,417,000 aggregate principal amount of Cash Pay Notes and $1,402,583,000 aggregate principal amount of Toggle Notes, (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein, (c) the Exchange Notes for issue in a Registered Exchange Offer pursuant to the Registration Agreement for a like principal amount of Initial Notes exchanged pursuant thereto or otherwise pursuant to an effective registration statement under the Securities Act and (d) any PIK Notes issued in payment of PIK Interest or Partial PIK Interest. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the registered holder of each of the Notes and delivery instructions and whether the Notes are to be Initial Notes or Exchange Notes. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess of $2,000. One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may appoint one or more authenticating agents reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securitiesacceptable to the Issuer to authenticate the Notes. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes appointment shall be issued as Initial Notes or Unrestricted Notesevidenced by an instrument signed by a Trust Officer, a copy of which shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable furnished to the Company to authenticate NotesIssuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. On any Interest Payment Date on which the Issuer pays PIK Interest or Partial PIK Interest with respect to a Note, the Trustee shall increase the principal amount of such Note by an Agent amount equal to deal the interest payable, rounded up to the nearest $1,000, for the relevant interest period on the principal amount of such Note as of the relevant Record Date for such Interest Payment Date, to the credit of the holders on such Record Date, pro rata in accordance with the Company or their interests, and an Affiliate. The Notes adjustment shall be issuable only in registered form without coupons in denominations made on the books and records of the Trustee (if it is then the Note Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Note Custodian, to reflect such increase. On any Interest Payment Date on which the Issuer pays PIK Interest or Partial PIK Interest by issuing definitive PIK Notes, the principal amount of any such PIK Notes issued to any holder, for the relevant interest period as of the relevant Record Date for such Interest Payment Date, shall be rounded up to the nearest $1,000 and any integral multiple thereof1.00.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid and shall not be entitled to any benefit under this Indenture until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been authenticated duly and validly authenticated, issued and delivered under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $600,000,000, (2) subject to exceed $300,000,000the terms of this Indenture (including Section 4.10), Additional Notes for original issue in an unlimited principal amount and (3) Exchange Notes for issue only in a Registered Exchange Offer or (ii) Unrestricted Notes from time to time upon resale under an effective Shelf Registration Statement, and only in exchange for a like Initial Notes or Additional Notes of an equal principal amount of Initial Notesamount, in each case upon a written order of the Company Issuer signed by an Officer of the Issuer (the “Issuer Order”). Such Issuer Order shall (a) specify whether the Notes shall be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, (b) the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andauthenticated, (c) and whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes and (d) in the case of an any issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by is in compliance with Section 4.94.10 of the Indenture. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer, pursuant to Article Five, 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 consolidation, or surviving such merger, or into which the Issuer shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an Agent to deal indenture supplemental hereto with the Company Trustee pursuant to Article Five, any of the Notes authenticated or an Affiliatedelivered 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 Notes 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 Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Agent manually authenticates the Note. The signature of the Trustee. The signature Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $400,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount, and (3) Exchange Notes for issue only in an exchange offer pursuant to the Registration Rights Agreement or (ii) Unrestricted Notes from time to time upon resale under an effective Shelf Registration Statement, and only in exchange for a like Initial Notes or Additional Notes of an equal principal amount and (4) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes shall be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andand whether the Notes are to be Initial Notes, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Exchange Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. Any such instrument 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer 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 Issuer 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 Trustee pursuant to Article IV or an AffiliateSection 10.2, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes 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 Notes surrendered for such exchange and of like principal amount; and the Agent, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers An Officer of each of the Issuers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuers by manual manual, facsimile, PDF transmission or facsimile other electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $225,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) Exchange Notes for issue only in an Exchange Offer pursuant to a Registration Rights Agreement or (ii) Unrestricted Notes from time to time upon resale under an effective Shelf Registration Statement, and only in exchange for a like Initial Notes or Additional Notes, as the case may be, of an equal principal amount of Initial Notesamount, in each case upon a written order of the Company in Issuers signed by an Officer of each of the form of an Officers' CertificateIssuers (the “Issuer Order”). Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders Such Issuer Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andand whether the Notes are to be Initial Notes, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Exchange Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may (at the expense of the Issuers) appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case either of the same rights Issuers, 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 either of the Issuers 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 Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered 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 Notes 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 Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual manual, facsimile, PDF or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $500,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company signed by one Officer (the “Company Order”). Such Company Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case Holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. 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 Notes 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 an any Registrar, Paying Agent to deal with or agent for service of notices and demands. In case the Company or any 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 Affiliateentirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon receipt of a Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer of the Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile, PDF or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $460,000,000 and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”); provided that, with respect to the Initial Notes issued on the Issue Date described in clause (1) above, the Issuer Order shall be signed by one Officer of the Issuer, requesting the authentication of the Initial Notes to be executed by the Company. Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case Holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 any of the Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to ‎Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for each of the Company Issuers by manual or facsimile signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $575,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of Initial Notesan Unrestricted Global Note, in each case upon a written order of the Company Issuers signed by one Officer of each of the Issuer and the Co-Issuer (the “Issuers’ Order”). Such Issuers’ Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent Authentication Agent reasonably acceptable to the Company Issuers to authenticate the Notes. 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 any such Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentthe Authentication Agent. An authenticating agent Authentication Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Issuer, the Co-Issuer or any 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 Issuer, the Co-Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuers’ Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile (including, for the avoidance of doubt, electronic) signature. If an the Officer whose signature is on a Note no longer holds that office at the time the a Trustee or Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated an authorized officer of a Trustee or the Authenticating Agent manually, electronically or by facsimile authenticates the manual signature of the TrusteeNote. The signature of a Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of €450,000,000, (2) subject to exceed $300,000,000the terms of this Indenture, or Additional Notes for original issue in an unlimited principal amount, and (ii3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Notes from time to time only in exchange for a like principal amount of Initial NotesGlobal Note, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee Trustees may appoint an authenticating agent Authenticating Agent reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the a Trustee may do so. Each reference in this Indenture to authentication by the a 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustees and Agent pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the U.S. Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers of each of the Issuers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. Each Guarantor shall execute a Guarantee in the manner set forth in Section 11.7. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form Trustee, upon a written order of Trustee's certificate the Issuers signed by two Officers of authentication to be borne each of the Issuers, together with the other documents required by the Notes shall be substantially as set forth in Exhibits A Sections 13.4 and B hereto. The Trustee 13.5 hereof, shall authenticate (i) Initial Series A Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an the aggregate principal amount not to exceed $300,000,000, or 150,000,000 and (ii) Unrestricted Notes from time subject to time only in exchange for a like principal amount of Initial Section 4.9 hereof, Additional Notes. The Trustee, in each case upon a written order of the Company Issuers signed by two Officers of each of the Issuers, together with the other documents required by Sections 13.4 and 13.5 hereof, shall authenticate Series B Notes; PROVIDED that such Series B Notes shall be issuable only upon the valid surrender for cancellation of Series A Notes of a like aggregate principal amount in accordance with the form of Exchange Offer or an Officers' Certificateexchange offer specified in any registration rights agreement relating to the Additional Notes. Each such Such written order of the Issuers shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of authenticated. Any Additional Notes pursuant to Section 2.17 after shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, whether such including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Net Proceeds Offers. For the purposes of this Indenture, except for Section 4.9 hereof, references to the Notes include Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9if any. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuers or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations with any Affiliate of $1,000 and any integral multiple thereofthe Issuers.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $1,440,000,000 and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall certify that such issuance will not be prohibited by Section 4.9required in connection with the authentication of the Initial Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $1,535,000,000 and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall certify that such issuance will not be prohibited by Section 4.9required in connection with the authentication of the Initial Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $400,000,000 and (b) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may appoint one or more authenticating agents reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securitiesacceptable to the Issuer to authenticate the Notes. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes appointment shall be issued as Initial Notes or Unrestricted Notesevidenced by an instrument signed by a Responsible Officer, a copy of which shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable furnished to the Company to authenticate NotesIssuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations agent for service of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Two Officers The Notes shall sign (be executed on behalf of the Issuers by one Officer of each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by Issuers. Such signatures may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee signs the certificate of authentication on the Note. The Such signature shall be manual. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of Trustee or an authentication to be borne by agent (the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee “Authenticating Agent”) shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date date of this Indenture in an the aggregate principal amount not to exceed $300,000,000175,000,000 , or (ii) Unrestricted additional Notes (“Additional Notes”) for original issue following the date of this Indenture in unlimited aggregate principal amount (so long as permitted by the terms of this Indenture, including without limitation, Section 4.10 hereof) and (iii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes or Additional Notes, as the case may be, in each case upon a written order of the Company in the form receipt of an Officers' CertificateIssuer Order. Each Issuer Order shall certify that the issuance and authentication of such written order Notes is permitted by the terms of this Indenture, including, without limitation, Section 4.10 hereof, and shall specify (A) the principal amount of Notes to be authenticated and authenticated, (B) the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, (C) whether the Notes are to be Initial Notes, Additional Notes or Unrestricted Exchange Notes, and (D) shall further specify the principal amount of such Notes and whether the Notes are to be issued as a Global Note or Physical Notes. The aggregate principal amount of Notes or Global Notes and such other information as outstanding at any time may not exceed the Trustee may reasonably request. Additional Notes may be issued amount referred to in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for clause (i) plus the aggregate principal amount of any Additional Notes that are Restricted Securitiesmay be issued, except as provided in Section 2.07 hereof. Any Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such order Notes may vote or orders shall specify the amount of the Notes to be authenticated consent) as one class and the date on which the original issue no series of Notes is will have the right to vote or consent as a separate class on any matter, and shall otherwise be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued treated as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9one class. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the appointment, an authenticating agent Issuers. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with the Company or an AffiliateIssuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $2,000 and integral multiples of $1,000 and any integral multiple thereofin excess of $2,000.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile or facsimile other electronic signature. If an the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized officer of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate dated the date of its authentication. (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of $700,000,000 and (2) subject to exceed $300,000,000the terms of this Indenture, or (ii) Unrestricted Additional Notes from time to time only for original issue in exchange for a like an unlimited principal amount of Initial Notesamount, in each case upon a written order of the Company Issuer signed by one Officer (the “Issuer Order”). Such Issuer Order shall specify whether the Notes will be in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify Notes, the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated andauthenticated, in the case holder of an issuance of Additional the Notes pursuant and whether the Notes are to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Additional Notes. For the avoidance of doubt, no Opinion of Counsel shall certify that such issuance will not be prohibited by Section 4.9required in connection with the authentication of the Initial Notes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate the Notes. 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 any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such 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 Issuer or any 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 Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company Trustee pursuant to Article IV, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. The If Notes 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 Notes, such successor Person, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.