Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers (a) Each Series of Group II Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of HVF II by an Authorized Officer and delivered by HVF II to the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes Trustee for the Company by manual or facsimile signatureauthentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Group II Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteGroup II Note is authenticated, the such Group II Note or Note Guarantee, as the case may be, shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Group II Supplement, HVF II may deliver Group II Notes of any particular Series of Group II Notes executed by HVF II to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Group II Notes, and the Trustee, in accordance with such Company Order and this Group II Supplement, shall authenticate and deliver such Group II Notes. (c) No Group II Note shall not be entitled to any benefit under the Group II Indenture or be valid until an authorized signatory of the Trustee manually signs the for any purpose unless there appears on such Group II Note a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the “Luxembourg Agent”), if the Group II Notes of the Series of Group II Notes to which such Group II Note belongs are listed on the NoteLuxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Group II Note has been duly authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedGroup II Supplement. The Trustee may appoint an authenticating agent reasonably acceptable to the Company HVF II to authenticate Group II Notes. Unless otherwise provided in limited by the term of such appointment, an authenticating agent may authenticate Group II Notes whenever the Trustee may do so. Each reference in this Indenture Group II Supplement to authentication by the Trustee includes authentication by such agent. An authenticating agent has The Trustee’s certificate of authentication shall be in substantially the same rights as an Agent to deal with the Company and Affiliates following form: This is one of the CompanyGroup II Notes of a Series of Group II Notes issued under the within mentioned Group II Indenture. The Notes THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory (d) Each Group II Note shall be issuable only dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Group II Note shall have been authenticated and delivered hereunder but never issued and sold by HVF II, and HVF II shall deliver such Group II Note to the Trustee for cancellation as provided in registered form without coupons in denominations Section 2.4 of $1,000 the Base Indenture together with a written statement (which need not comply with Section 10.3 of the Base Indenture and integral multiples thereofneed not be accompanied by an Opinion of Counsel) stating that such Group II Note has never been issued and sold by HVF II, for all purposes of the Group II Indenture such Group II Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Group II Indenture. (f) The Trustee shall have the right to decline to authenticate and deliver any Group II Notes under this Section 2.4 if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be taken.

Execution and Authentication. Two Officers of the Company (a) One Officer shall sign (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (b) The Trustee shall authenticate Notes for original issue on the Issue Date in the up to an aggregate principal amount of Sixty Million One Hundred Forty-Two Thousand Dollars ($[ ],000,000 60,142,000) upon a written order of the Company in the form of an Officers’ Certificate. In addition, ' Certificate to a Trust Officer directing the Trustee shall to authenticate the Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by and certifying that all conditions precedent to the terms issuance of this Indenture, including without limitation, Section 4.10) for original issue upon a the Notes contained herein have been complied with. Upon the written order of the Company in the form of an Officers’ ' Certificate, the Trustee shall authenticate Notes in substitution of Notes issued on the Issue Date to reflect any name change of the Company. Each such Officers’ Certificate shall specify the The aggregate principal amount of Notes outstanding at any time may not exceed Sixty Million One Hundred Forty-Two Thousand Dollars ($60,142,000) except as provided in Section 2.07 hereof. (c) The Principal and interest on Book-Entry Notes shall be payable to be authenticated the Depository or its nominee, as the case may be, as the sole registered owner and the date sole holder of the Book-Entry Notes represented thereby. The Principal of and interest on which Notes in certificated form ("Physical Notes") shall be -------------- payable at the Notes are to be authenticated. office of the Paying Agent. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the 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 and Affiliates of the Company. . (e) The Notes shall be issuable only in registered form without coupons in denominations of One Thousand Dollars ($1,000 1,000) and any integral multiples thereof. (f) If the Notes are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Notes that (i) shall represent and shall be in minimum denominations of One Thousand Dollars ($1,000), (ii) shall be registered in the name of the Depository for such Global Note or Notes or the nominee of such Depository and (iii) shall be delivered to the Trustee as custodian for such Depository or pursuant to such Depository's instructions. (g) The Company initially appoints The Depository Trust Company to act as Depository with respect to the Book-Entry Notes.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) One Officer shall sign the Notes for the Company by manual manual, facsimile or facsimile signaturepdf or other electronically-imaged (including DocuSign or Adobe Sign) signature as described in Section 12.13. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notesuch Note is authenticated, the such Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note Note, as applicable, has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 shall, upon a written order of the Company in signed by one Officer of the form of Company (an Officers’ Certificate. In addition“Authentication Order”), the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order in accordance with this Indenture. The Notes shall be dated their date of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedauthentication. 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 and Affiliates Holders or an Affiliate of the Company. The At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of any Series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order will authenticate and deliver such Notes. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 7.01) will be issuable only fully protected in registered relying upon, an Opinion of Counsel to the effect that: (a) such form without coupons has been established in denominations conformity with the provisions of $1,000 this Indenture; (b) such terms have been established in conformity with the provisions of this Indenture; and (c) such Notes, when authenticated and integral multiples thereofdelivered by the Trustee and issued by the Company in the manner and subject to any customary assumptions and exceptions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actionsa) One Officer shall sign the Notes for the Company by manual or facsimile signature. . (b) The Trustee shall, upon a written order of the Company signed by one 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 $350.0 million will be issued on the Issue Date. (c) 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 $350.0 million or (ii) Exchange Notes in exchange for Additional Notes in an aggregate principal amount not to exceed the aggregate principal amount of such Additional Notes so exchanged; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes issued on the Issue Date 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 or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. . (e) A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee A Note shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and dated the date on which the Notes are to be authenticated. of its authentication. (f) 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 and Affiliates Holders or an Affiliate of the Company. . (g) The Trustee shall also authenticate and deliver Notes shall be issuable only at the times and in registered form without coupons the manner specified in denominations of $1,000 Sections 2.07, 2.08, 2.11, 3.06, 4.11(h), 4.17(c) and integral multiples thereof9.05.

Execution and Authentication. Two Officers (a) One Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. (b) If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. valid nevertheless. (c) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Amended Indenture. The . (d) On the Original Issue Date, the Trustee shall authenticate authenticated and delivered the Series 1 Notes for original issue on the Issue Date in the an aggregate principal amount of $[ ],000,000 upon a written order of 33.0 million pursuant to Company Order to authenticate such Notes. On the Company in the form of an Officers’ Certificate. In additionSeries 2 Issue Date, the Trustee shall authenticate and deliver the Series 2 Notes in an aggregate principal amount of $49.5 million pursuant to Company Order to authenticate such Notes. In connection with the issuance of Additional Notes, not later than three Business Days prior to the last day of each fiscal quarter, the Company shall deliver to the Trustee and the Paying Agent (if other than the Trustee), (i) with respect to Notes represented by Definitive Notes, the required amount of Additional Notes represented by Definitive Notes (“rounded down to the nearest whole dollar) and a Company Order to authenticate and deliver such Additional Notes or (ii) with respect to Notes represented by one or more Global Notes”) thereafter in unlimited , a Company Order to increase the outstanding principal amount of such Global Notes by the required amount (so long rounded down to the nearest whole dollar) (or, if necessary, pursuant to the requirements of the Depositary or otherwise, the required amount of Additional Notes represented by Global Notes (rounded down to the nearest whole dollar) and a Company Order to authenticate and deliver such new Global Notes). Other than as not otherwise prohibited described above, no other Notes may be issued by the terms Company or any Subsidiary Guarantor and authenticated and delivered pursuant to this Amended Indenture (except for Notes authenticated and delivered at the times and in the manner specified in Sections 2.06, 2.07, 2.10, 3.08, 4.09 or 9.05 of this Amended Indenture, including without limitation, Section 4.10). (e) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. 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 Amended Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or agent for service of notices and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers The Notes shall be executed on behalf of the Company (who by one Officer of the Company and the Guarantees shall have been duly authorized be executed on behalf of the Guarantors by all requisite corporate actions) shall sign one Officer of each of the Guarantors. Such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Notes for the Company by manual or and may be in facsimile signatureform. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on pertaining to the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount of not to exceed $[ ],000,000 upon a written order of the Company 400,000,000, (ii) Additional Notes in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited principal amount (so long as not otherwise prohibited permitted by the terms of this Indenture, including including, without limitation, Section 4.10) and (iii) Exchange Notes (x) in exchange for original issue a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case upon a Company Request. With respect to a Company Request for authentication pursuant to clause (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000. The Company Request directing the authentication and delivery of Notes shall specify whether such Notes shall be issued in the form of an Officers’ CertificateNotes or Global Notes. Each such Officers’ Certificate Such Company Request shall specify the amount amount, series and CUSIP of the Notes to be authenticated and authenticated, the date on which the original issue of the Notes is to be authenticated and whether the Notes are to be authenticatedInitial Notes or Exchange Notes. If the Company Request specifies that the Notes are to be issued in the form of one or more Global Notes, then the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon) and the Trustee shall, in accordance with this Section and such Company Request, authenticate and deliver one or more Global Notes that: (a) shall be registered in the name of the Depository or a nominee of such Depository, (b) shall, at the instruction of the Initial Purchasers, be delivered by the Trustee to the Depository or held by the Trustee as custodian for the Depository, and (c) shall include and bear a legend substantially to the effect that unless and until it is exchanged in whole or in part for Notes, such Global Notes may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. The Depository must, at the time of its designation and at all times when it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 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. Any appointment shall be evidenced by instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall At least one Officer must sign the Notes for the Company Issuer by manual manual, facsimile or facsimile electronic (including PDF) signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall will nevertheless be valid. A Note shall will not be valid until an authorized signatory authenticated by the manual, facsimile or electronic (including PDF) signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall will at any time, and from time to time, authenticate Notes for original issue on the Issue Date in the principal amount provided in the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to written instructions from the Issuer or its duly authorized agent or agents. Each Note will be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate. The aggregate principal amount of $[ ],000,000 Notes of any Series outstanding at any time may not exceed any limit upon a written order of the Company maximum principal amount for such Series set forth in the form Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.02, except as provided in Section 2.08. Prior to the issuance of an Officers’ Certificate. In additionNotes of any Series, the Trustee shall authenticate Notes will have received: (“Additional Notes”a) thereafter in unlimited amount (so long as not otherwise prohibited by the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form and the terms of this Indenturethe Notes of that Series or of Notes within that Series, including without limitation(b) an Officer’s Certificate complying with Section 12.04, and (c) an Opinion of Counsel complying with Section 4.1012.04. The Trustee will have the right to decline to authenticate and deliver any Notes of such Series if (a) for original issue upon the Trustee, being advised by counsel, determines that such action may not be taken lawfully or (b) a written order trust committee of directors and/or vice-presidents of the Company Trustee determines in good faith that such action would expose the form Trustee to personal liability to Holders of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount any then outstanding Series of Notes to be authenticated and the date on which the Notes are to be authenticatedNotes. The Trustee may appoint an authenticating agent reasonably 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company and Affiliates Issuer or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofIssuer.

Execution and Authentication. Two Officers of the Company (who a) The Notes shall have been duly authorized by all requisite corporate actions) shall sign the Notes be signed for the Company by manual or facsimile signaturesignature by the Chairman of the Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Company. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. valid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered under this Indenture. The . (c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited signed by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order one Officer of the Company in the form of an Officers’ Certificate(a "Company Order"). Each such Officers’ Certificate A Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. (d) 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 the Authenticating Agent. (e) In case a Successor Entity has the same rights as executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Entity, be exchanged for other Notes executed in the name of the Successor 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 Company Order of the Successor 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 Successor Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Successor 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 integral multiples thereofsuch new name.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall An Officer must sign the certificated Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall will nevertheless be valid. A certificated Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs Trustee. A Book-Entry Note will not be valid until authenticated by the certificate entry, at the Trustee’s instruction to the Registrar, of authentication on the Noteissuance of such Note in the Register in accordance with the procedures of the Registrar. The Such signature shall or entry, as applicable, will be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount shall, upon receipt of $[ ],000,000 upon a written order of the Company in the form of Issuer signed by an Officers’ Certificate. In additionOfficer (an “Authentication Order”), the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of for issue under this Supplemental Indenture, including without limitation, any Additional Notes issued pursuant to Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate2.07 hereof. Each such Officers’ Certificate Authentication Order shall specify the amount of Notes to be authenticated and the date on which the such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.08 hereof. In authenticating the Initial Notes and any Additional Notes and accepting the additional responsibilities under the Indenture in relation to the Notes the Trustee shall receive, and (subject to Section 12.02 of the Base Indenture) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel, each prepared in accordance with Section 17.01 of the Base Indenture, stating (i) that the conditions precedent, if any, provided for in the Indenture which relate to such authentication have been complied with, (ii) that the terms of and form of the Notes have been established in conformity with the Indenture and (iii) with respect to the Opinion of Counsel, that the Notes constitute the valid, binding and enforceable obligations of the Issuer according to the terms thereof (subject to customary exceptions and qualifications). The Trustee may appoint an authenticating agent reasonably 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 Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Company and Affiliates Issuer or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofIssuer.

Execution and Authentication. Two Officers shall sign (each of the Company (who shall whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The 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 the 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 $[ ],000,000 Initial Notes, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ ' Certificate. Each such Officers’ Certificate 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 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 and Affiliates of the Companyor an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers The Notes shall be executed on behalf of the Company (who shall have been duly authorized by all requisite its Chairman of the Board, one of its Vice Chairmen, its President or one of its Vice Presidents, under its corporate actions) shall sign seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any such officer on the Notes for the Company by may be manual or facsimile signaturefacsimile. If an Officer of the Company whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note Only such Notes as shall not be valid until an authorized signatory of the Trustee manually signs the bear thereon a certificate of authentication on substantially in the Noteform set forth in Exhibit A hereto, manually executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. The signature Such certificate of authentication executed by the Trustee upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated under and made available for delivery hereunder. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a request for the authentication and delivery of such Notes signed by an Officer of the Company accompanied by any certificate and opinions required by the TIA and the following 21 27 paragraph, and the Trustee, in accordance with such request, shall authenticate and deliver such Notes as provided in this Indenture. The Trustee shall authenticate (i) Original Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $310,000,000, and (ii) Exchange Notes issued, either (x) in the Exchange Offer for the Original Notes pursuant to the Exchange Offer Registration Statement filed with the Commission from time to time, for issue only in exchange for a like principal amount of $[ ],000,000 Original Notes or (y) in the Private Exchange, for issue only in exchange for a like principal amount of Original Notes, in each case, upon a written order of the Company in the form of an Officers’ ' Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Such Officers’ Certificate. Each such Officers’ ' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Original Notes or Exchange Notes and whether the Notes are to be Definitive Notes or Global Notes. Except as contemplated by Section 2.07 hereof, the aggregate principal amount of Notes outstanding at any time may not exceed $310,000,000. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matter as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the 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 and Affiliates or an Affiliate of the Company. The Notes Trustee shall not be liable for any act or failure to act of the authenticating agent to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. Each authenticating agent shall be issuable only acceptable to the Company and otherwise comply in registered form without coupons all respects with the eligibility requirements of the Trustee contained in denominations of $1,000 and integral multiples thereofthis Indenture.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 775,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers An authorized member of the Company (who shall have been duly authorized by all requisite corporate actions) Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes for on behalf of the Company Issuer by manual manual, electronic or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes . (a) Original Notes, on the date hereof, for original issue on the Issue Date in the an aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes 600,000,000 and (“b) Additional Notes”) thereafter in unlimited amount (so long , from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of ‎Section 4.06 and ‎Section 4.07. The Issuer is permitted to issue Additional Notes as not otherwise prohibited by the terms part of a further issue under this Indenture, including without limitationfrom time to time; provided that, Section 4.10any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which as the Notes unless the Additional Notes are to be authenticatedfungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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 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 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 and Affiliates Issuer or an Affiliate of the CompanyIssuer. 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 integral multiples thereofdetermine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. Two Officers An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Notes of a series for original issue on the Issue Date therefor in the an aggregate principal amount specified in the applicable Authentication Order and (2) any Additional Notes of $[ ],000,000 such series for original issue from time to time after the initial Issue Date for such series in such principal amounts as set forth in Section 2.14, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited signed by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order two Officers of the Company in the form of (an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate Such Authentication Order shall specify the principal amount of the Notes to be authenticated and the date on which the issue of Notes are is to be authenticated. Notwithstanding anything to the contrary contained herein, the Company may from time to time, without notice to or consent of 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 series pursuant to Section 2.6, Section 2.8, Section 2.9, Section 3.6 or Section 9.5. 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 that 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 Company and Affiliates Trustee pursuant to Article V, any of the CompanyNotes 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 Authentication 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 (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 such new name. In connection with the transfer, authentication or cancellation of $1,000 any Notes by the Trustee, in addition to the other requirements of this Article II and integral multiples thereofSection 10.4, the Trustee may require that the Company deliver to Trustee an Opinion of Counsel as provided in Section 7.2(b).

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) One Officer shall sign the Notes for the Company Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the 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 shall authenticate and deliver: (i) Initial Notes for original issue in the aggregate principal amount not to exceed $500.0 million; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Issuer, the terms of which Additional Notes shall be set forth in either (1) a resolution of the Board of Directors of the Issuer, (2) an Officers’ Certificate or Note Guarantee(3) one or more indentures supplemental hereto; provided that the Issuer’s ability to issue Additional Notes shall be subject to the Company’s compliance with Section 4.04. in each case, after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Certificate specifying: (A) the amount of Notes to be authenticated pursuant to this Indenture and the date on which the Notes are to be authenticated, (B) whether the Notes are to be Initial Notes or Additional Notes, and (C) whether the Notes are to be issued as one or more Global Notes or Definitive Notes. (2) In the case may beof Additional Notes that are not fungible with the Initial Notes for federal income tax purposes, such Additional Notes shall nevertheless be validbear a different CUSIP number and ISIN. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee may authenticate the Note by manual, electronic or facsimile signature. Electronically imaged signatures such as .pdf files, faxed signatures or other electronic signatures to the Note and the authentication pages to the Note shall authenticate have the same effect as original signatures. A Note shall be dated the date of its authentication. The Initial Notes and the Additional Notes shall be considered collectively as a single class for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms all purposes of this Indenture, including without limitation, Section 4.10) for original issue upon a written order . Holders of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Initial Notes to be authenticated and the date Additional Notes shall vote and consent together on all matters to which the Notes such Holders are entitled to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointmentvote or consent as one class, 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 and Affiliates none of the Company. The Holders of the Initial Notes or the Additional Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofhave the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

Execution and Authentication. Two Officers (a) The Indenture Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Company (who shall have been duly authorized ZVF by all requisite corporate actions) shall sign the Notes for the Company an Authorized Officer by manual or facsimile signaturesignature and delivered by ZVF to the Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a an Indenture Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteIndenture Note is authenticated, the Indenture Note or Note Guarantee, as the case may be, shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of the Indenture, ZVF may deliver Indenture Notes of any particular Series of Indenture Notes executed by ZVF to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Indenture Notes, and the Trustee, in accordance with such Company Order and the Indenture, shall authenticate and deliver such Indenture Notes. (c) No Indenture Note shall not be entitled to any benefit under the Indenture or be valid until an authorized signatory of the Trustee manually signs the for any purpose unless there appears on such Indenture Note a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the “Luxembourg Agent”), if the Indenture Notes of the Series of Indenture Notes to which such Indenture Note belongs are listed on the NoteLuxembourg Stock Exchange and the Luxembourg Stock Exchange so requires). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Indenture Note has been duly authenticated under this the Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company ZVF to authenticate Indenture Notes. Unless otherwise provided in limited by the term of such appointment, an authenticating agent may authenticate Indenture Notes whenever the Trustee may do so. Each reference in this the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has The Trustee’s certificate of authentication shall be in substantially the same rights as an Agent to deal with the Company and Affiliates following form: This is one of the CompanyIndenture Notes1 of a Series of Indenture Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: (d) Each Indenture Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Indenture Note shall have been authenticated and delivered hereunder but never issued and sold by ZVF, and ZVF shall deliver such Indenture Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Indenture Note has never been issued and sold by ZVF, for all purposes of the Indenture such Indenture Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture. 1 “Indenture Notes” may be replaced with “Notes” in the Authentication of a Note. The Trustee shall have the right to decline to authenticate and deliver any Indenture Notes shall under this Section 2.4 if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereoftaken.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) each of Consoltex Group and Consoltex USA shall sign the Notes for Consoltex Group and Consoltex USA, respectively. Each of the Company by manual or Issuers' seals shall be reproduced on the Notes and may be in facsimile signatureform. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 shall, upon a written order of the Company Issuers signed by two Officers of each of Consoltex Group and Consoltex USA, authenticate Notes for original issue in an aggregate principal amount not to exceed up to US$118,110,000, plus any additional Notes issued in payment of interest permitted by the form provisions of an Officers’ Certificatethe Notes. In additionAs provided in paragraph 1 of the Notes, on or prior to April 1, 2005, the Issuers may pay all or a portion of the accrued interest on the Notes, including interest on overdue principal or installments of interest, if any, through the issuance of additional Notes. On each Interest Payment Date, the Issuers shall execute and the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indentureand deliver, including without limitation, Section 4.10) for original issue upon a written order of the Company Issuers signed by one Officer accompanied by an Officer's Certificate setting forth the manner in which interest was calculated, Notes in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify principal amount equal to the amount of Notes interest to be authenticated paid through the issuance of such additional Notes, for original issuance to each Holder of the Notes on the preceding Record Date, as shown by the records of the Registrar. As provided in Section 13 of the Lock-Up Agreements, the Issuers may pay all or a portion of the Liquidated Damages, if any, to the Holders through the issuance of additional Notes. On each Interest Payment Date, the Issuers shall execute and the date on Trustee shall authenticate and deliver, upon written order of the Issuers signed by one Officer accompanied by an Officer's Certificate setting forth the manner in which Liquidated Damages were calculated, Notes in the principal amount equal to the Liquidated Damages, if any, to be paid through the issuance of such additional Notes, for original issuance to each Holder of the Notes are to be authenticatedon the preceding Record Date, as shown by the records of the Registrar. The Trustee may appoint an authenticating agent reasonably 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 and Affiliates Issuers or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofIssuers.

Execution and Authentication. Two Officers shall sign, or one ---------------------------- Officer shall sign and one Officer or an Assistant Secretary (each of the Company (who shall whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes which may be outstanding at any time under this Indenture is $100,000,000. The Trustee shall authenticate an aggregate principal amount of Notes not to exceed $100,000,000 for issuance, which shall consist of (i) Original Notes for original issue on the Issue Closing Date in the aggregate principal amount of not to exceed $[ ],000,000 upon a written order of 93,500,000.00 and (ii) Additional Notes from time to time for issue in an aggregate principal amount not to exceed $6,500,000.00, which may be issued by the Company in after the form Closing Date. Additional Notes will be treated as the same series of an Officers’ Certificate. In addition, Notes as the Trustee shall authenticate Original Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of for all purposes under this Indenture, including including, without limitation, Section 4.10) for original issue upon a written order purposes of the Company in the form of an waivers, amendments, redemptions and offers to purchase. The Officers’ Certificate. Each such Officers’ ' Certificate shall specify the aggregate principal amount of Notes to be authenticated authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, the issue price, whether the Notes are to be Original Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. Upon receipt of a Company Order, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent ("Authenticating Agent") -------------------- reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes Securities for the Company by manual or facsimile signature. The Company's seal shall be reproduced on the Securities. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but Security no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note or Note Guarantee, as the case may be, Security shall nevertheless be validvalid nevertheless. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate Notes Securities for original issue on the Issue Date in the aggregate principal amount of up to $[ ],000,000 115,000,000, plus an amount equal to (1) the aggregate Liquidation Preference of any shares of Series A Preferred Stock issued in satisfaction of any dividend obligation of the Company and (2) the aggregate Liquidation Preference that otherwise accretes to the Series A Preferred Stock (the "Authorized Principal Amount"), upon a written order or orders of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and an Assistant Treasurer or Assistant Secretary of the Company in the form of an Officers’ CertificateCompany. Each such Officers’ Certificate The order shall specify the amount of Notes Securities to be authenticated and the date on which the Notes are original issue of Securities is to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed the Authorized Principal Amount, except as provided in Section 2.07. The Trustee's authentication of Securities pursuant to the next preceding paragraph shall be conditioned upon receipt of each of the following in form and substance satisfactory to the Trustee on or prior to the Exchange Date: A. An Officer's Certificate to the effect that: (1) All conditions required to be satisfied under the Certificate of Designation for an exchange of the outstanding Series A Preferred Stock for the Securities have been so satisfied on or prior to the Exchange Date; (2) The Indenture is duly qualified under the TIA; and (3) No Event of Default (as defined in Section 8.01 hereof) shall have occurred and be continuing. B. An Opinion of Counsel to the effect that: (1) The execution and delivery of the Indenture, the issuance of the Securities and the fulfillment of the terms herein and therein contemplated will not conflict with, or constitute a breach of or default under, the charter or by-laws of the Company, or any agreement, indenture, evidence or indebtedness, mortgage, deed or trust of other agreement or instrument known to such counsel to which the Company is a party or by which it is bound, or any law, administrative regulation, rule, judgment, order or decree known to such counsel to be applicable to the Company or any of its properties; (2) The Indenture has been duly authorized by the Company and, when executed and delivered by the Company, will be a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (3) All legally required proceedings by the Company in connection with the authorization and issuance of the Securities have been duly taken and all orders, consents or other authorizations or approvals of any public board or body legally required for the validity of the Securities have been obtained; (4) The Indenture is duly qualified under the TIA; and (5) Securities, when executed and authenticated in accordance with the terms of this Indenture and delivered in exchange for all of the outstanding Series A Preferred Stock, will be legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate NotesSecurities. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Notes Securities shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actionsa) An Authorized Officer shall sign the Notes for the Company AFC-II by manual or facsimile signature. If an Authorized Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Indenture, AFC-II may deliver Notes of any particular Series executed by AFC-II to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Indenture, shall authenticate and deliver such Notes. (c) No Note shall not be entitled to any benefit under this Indenture or be valid until an authorized signatory of the Trustee manually signs the for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the "Luxembourg Agent"), if such Notes are listed on the NoteLuxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company AFC-II to authenticate Notes. Unless otherwise provided in limited by the term 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 AFC-II or an Affiliate of AFC-II. The Trustee's certificate of authentication shall be in substantially the Company and Affiliates following form: This is one of the CompanyNotes of a series issued under the within mentioned Indenture. The Notes ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, as Trustee By: ------------------------------- Authorized Signatory (d) Each Note shall be issuable only dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by AFC-II, and AFC-II shall deliver such Note to the Trustee for cancellation as provided in registered form without coupons in denominations Section 2.14 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of $1,000 Counsel) stating that such Note has never been issued and integral multiples thereofsold by AFC-II, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NoteNotes, the Note or Note Guarantee, Notes shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as the case may be, authentic and shall nevertheless be validunder no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.Authenticating

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) An Officer shall sign the Notes for the Company by manual manual, “.pdf”, facsimile or facsimile other electronically transmitted signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of a Responsible Officer of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) on the Issue Date, Notes for original issue on the Issue Date in the an aggregate principal amount of not to exceed $[ ],000,000 upon a written order of 500,000,000 (the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Initial Notes”), (ii) thereafter Additional Notes in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including including, without limitation, Section 4.104.9), (iii) Exchange Notes or private exchange notes (x) in exchange for original issue a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case, upon a written order of the Company in the form of a certificate signed by one Officer of the Company (an Officers’ Certificate“Authentication Order”) directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of the Notes contained herein have been complied with, accompanied by an Opinion of Counsel in a form reasonably satisfactory to the Trustee, to the effect that all such conditions precedent have been satisfied. Each such Officers’ Certificate Authentication Order shall specify the principal amount and registered holder of Notes each Note to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Exchange Notes, private exchange notes or Additional Notes and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. The Trustee Company 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 and Affiliates or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) One Officer shall sign the Convertible Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Convertible Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteConvertible Note is authenticated, the Convertible Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Convertible Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Convertible Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon Upon a written order of the Company in signed by an Officer of the form of an Officers’ Certificate. In additionCompany, the Trustee shall authenticate Initial Convertible Notes (“Additional Notes”) thereafter upon the execution of this Indenture for original issue in unlimited an aggregate principal amount (so long of $10,333,000. The aggregate principal amount of Initial Convertible Notes outstanding at any time may not exceed that amount except as not otherwise prohibited by provided in Section 2.07. The Company may, from time to time after the terms execution of this Indenture, including without limitationexecute and deliver to the Trustee for authentication Additional Convertible Notes of an aggregate principal amount up to $33,304,000, Section 4.10) for original issue and the Trustee shall thereupon authenticate and deliver said Additional Convertible Notes to or upon a the written order of the Company in accordance with Section 2.4 of this Indenture, without any further action by the form Company hereunder; provided however that the Company may issue Additional Convertible Notes only if: (1) such Additional Convertible Notes and Initial Convertible Notes are treated as part of the same issue of debt instruments for purposes of U.S. federal income tax laws; (2) such Additional Convertible Notes shall have the same CUSIP number as the Initial Convertible Notes, and (3) the Trustee receives an Officers’ CertificateCertificate and an Opinion of Counsel to the effect that such issuance of Additional Convertible Notes complies with the provisions of this Indenture, including each provision of this paragraph. Each such Officers’ Certificate The Convertible Notes shall specify the amount be issuable only in registered form without coupons and only in denominations of Notes to be authenticated and the date on which the Notes are to be authenticated$100 or any integral multiple thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Convertible Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Convertible 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 right as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers (a) Each Series of Group I Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of HVF II by an Authorized Officer and delivered by HVF II to the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes Trustee for the Company by manual or facsimile signatureauthentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Group I Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteGroup I Note is authenticated, the such Group I Note or Note Guarantee, as the case may be, shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Group I Supplement, HVF II may deliver Group I Notes of any particular Series of Group I Notes executed by HVF II to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Group I Notes, and the Trustee, in accordance with such Company Order and this Group I Supplement, shall authenticate and deliver such Group I Notes. (c) No Group I Note shall not be entitled to any benefit under the Group I Indenture or be valid until an authorized signatory of the Trustee manually signs the for any purpose unless there appears on such Group I Note a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the “Luxembourg Agent”), if the Group I Notes of the Series of Group I Notes to which such Group I Note belongs are listed on the NoteLuxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Group I Note has been duly authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedGroup I Supplement. The Trustee may appoint an authenticating agent reasonably acceptable to the Company HVF II to authenticate Group I Notes. Unless otherwise provided in limited by the term of such appointment, an authenticating agent may authenticate Group I Notes whenever the Trustee may do so. Each reference in this Indenture Group I Supplement to authentication by the Trustee includes authentication by such agent. An authenticating agent has The Trustee’s certificate of authentication shall be in substantially the same rights as an Agent to deal with the Company and Affiliates following form: This is one of the CompanyGroup I Notes of a Series of Group I Notes issued under the within mentioned Group I Indenture. The Notes THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory (d) Each Group I Note shall be issuable only dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Group I Note shall have been authenticated and delivered hereunder but never issued and sold by HVF II, and HVF II shall deliver such Group I Note to the Trustee for cancellation as provided in registered form without coupons in denominations Section 2.4 of $1,000 the Base Indenture together with a written statement (which need not comply with Section 10.3 of the Base Indenture and integral multiples thereofneed not be accompanied by an Opinion of Counsel) stating that such Group I Note has never been issued and sold by HVF II, for all purposes of the Group I Indenture such Group I Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Group I Indenture. (f) The Trustee shall have the right to decline to authenticate and deliver any Group I Notes under this Section 2.4 if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be taken.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall At least one Officer must sign the Notes for the Company by manual manual, facsimile or facsimile electronic (in “.pdf” or “tif” format) signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall will nevertheless be valid. A Note shall will not be valid until an authorized signatory authenticated by the manual, facsimile or electronic (in “.pdf” or “tif” format) signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall shall, upon a written order of the Company signed by one Officer (an “Authentication Order”), authenticate Notes for original issue on the Issue Date in the an aggregate principal amount of not to exceed $[ ],000,000 upon a written order of the Company 100.0 million (other than as provided in the form of an Officers’ CertificateSection 2.07). In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate Such Authentication Order shall specify the number, principal amount of Notes and registered Holder of each of the Notes to be authenticated and the date on which authenticated, whether the Notes are to be authenticatedissued as Definitive Notes or Global Notes, delivery instructions and such other information as the Trustee shall reasonably request. 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 and Affiliates Holders or an Affiliate of the Company. In connection with the payment of PIK Interest in respect of the Notes, the Company is entitled to, without the consent of the holders, increase the outstanding principal amount of the Notes or issue additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Notes (in each case, the “PIK Payment”). The Company may issue additional Notes shall (“Additional Notes”) under the indenture from time to time, to the extent the incurrence of the relevant Indebtedness and Liens are permitted hereunder. The Trustee shall, upon the receipt of an Authentication Order, and an Opinion of Counsel and an Officers’ Certificate as to the due authorization and enforceability of the Additional Notes, the satisfaction of the conditions precedent to the issuance of the Additional Notes, and such other matters as the Trustee may reasonably require, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. The Notes, any PIK Notes and any Additional Notes subsequently issued hereunder will be issuable only in registered form without coupons in denominations of $1,000 treated as a single class for all purposes, including waivers, amendments, conversions and integral multiples thereofoffers to purchase. Unless the context requires otherwise, references to ‘‘Notes’’ for all purposes hereunder include any PIK Notes and any Additional Notes that are actually issued; provided that Additional Notes will not be issued with the same CUSIP, if any, as any other Notes unless such Additional Notes are fungible with such Notes for U.S. federal income tax purposes.

Execution and Authentication. Two Officers (a) One Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. (b) If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. valid nevertheless. (c) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The . (d) On the Issue Date, the Trustee shall authenticate and deliver Notes for original issue on the Issue Date in the an aggregate principal amount of $[ ],000,000 upon 33.0 million pursuant to Company Order to authenticate such Notes. In connection with the issuance of Additional Notes, not later than three Business Days prior to the last day of each fiscal quarter, the Company shall deliver to the Trustee and the Paying Agent (if other than the Trustee), (i) with respect to Notes represented by Definitive Notes, the required amount of Additional Notes represented by Definitive Notes (rounded down to the nearest whole dollar) and a written order Company Order to authenticate and deliver such Additional Notes or (ii) with respect to Notes represented by one or more Global Notes, a Company Order to increase the outstanding principal amount of such Global Notes by the required amount (rounded down to the nearest whole dollar) (or, if necessary, pursuant to the requirements of the Depositary or otherwise, the required amount of Additional Notes represented by Global Notes (rounded down to the nearest whole dollar) and a Company Order to authenticate and deliver such new Global Notes). Other than as described above, no other Notes may be issued by the Company or any Subsidiary Guarantor and authenticated and delivered pursuant to this Indenture (except for Notes authenticated and delivered at the times and in the form of an Officers’ Certificate. In additionmanner specified in Sections 2.06, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms 2.07, 2.10, 3.08, 4.09 or 9.05 of this Indenture, including without limitation, Section 4.10). (e) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. 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 agent for service of notices and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) An Officer shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $125,000,000, (ii) Additional Notes and (iii) any PIK Notes issued in payment of $[ ],000,000 PIK Interest, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Certificate of the Company in the form of (an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate 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, Additional Notes or PIK Notes and whether the Notes are to be issued as certificated Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee. In addition, in connection with the payment of PIK Interest in respect of the Notes, the Company is entitled to, without the consent of the Holders and without regard to Section 4.09, increase the outstanding principal amount of the Notes or issue Additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Initial Notes (in each case, the “PIK Payment”). The Notes, the PIK Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any PIK Notes and Additional Notes that are actually issued, and references to “principal amount” of the Notes includes any increase in the principal amount of the outstanding Notes as a result of a PIK Payment. On any Interest Payment Date on which the Company 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 $1,000, for the relevant six-month 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 Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such increase. On any Interest Payment Date on which the Company pays PIK Interest by issuing definitive PIK Notes, the principal amount of any such PIK Notes issued to any Holder, for the relevant six-interest period as of the relevant record date for such Interest Payment Date, shall be rounded up to the nearest $1.00. 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 and Affiliates of Holders or the Company. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture 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 integral multiples thereofdetermine that such action would expose the Trustee to personal liability.

Execution and Authentication. Two Officers An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Notes of a series for original issue on the Issue Date therefor in the an aggregate principal amount specified in the applicable Authentication Order and (2) any Additional Notes of $[ ],000,000 such series for original issue from time to time after the initial Issue Date for such series in such principal amounts as set forth in Section 2.14, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited signed by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order two Officers of the Company in the form of (an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate Such Authentication Order shall specify the principal amount of the Notes to be authenticated and the date on which the issue of Notes are is to be authenticated. Notwithstanding anything to the contrary contained herein, the Company may from time to time, without notice to or consent of 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 series pursuant to Section 2.06, Section 2.08, Section 2.09 , Section 3.06 or Section 9.04. 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 agentAuthenticating Agent. An authenticating agent has In case the same rights Company, pursuant to Article 5, 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 that 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 Company and Affiliates Trustee pursuant to Article 5, any of the Company. 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 Authentication Order of the successor Person, shall be issuable only authenticate and deliver Notes as specified in registered form without coupons in denominations such order for the purpose of $1,000 and integral multiples thereof.such

Execution and Authentication. Two Officers (a) The Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of the Company (who shall have been duly authorized Issuer by all requisite corporate actions) shall sign an Authorized Officer and delivered by the Notes Issuer to the Indenture Trustee for the Company by manual or facsimile signatureauthentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series of Notes executed by the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall authenticate and deliver such Notes. A If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee shall authenticate and deliver outside the United States the Global Note that is issued upon original issuance thereof, upon receipt of an Issuer Order, to the Depository against payment of the purchase price therefor. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee shall authenticate Book-Entry Notes that are issued upon original issuance thereof, upon receipt of an Issuer Order, to a Clearing Agency, or its nominee as provided in Section 2.10 against payment of the purchase price thereof. (c) No Note shall not be entitled to any benefit under the Indenture or be valid until an authorized signatory of the Trustee manually signs the for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on the Note. The signature such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated under this the Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Indenture Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such agent. An authenticating agent has The Indenture Trustee’s certificate of authentication shall be in substantially the same rights as an Agent to deal with the Company and Affiliates following form: This is one of the CompanyNotes of a Series of Notes issued under the within mentioned Indenture. The Notes DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be issuable only dated and issued as of the date of its authentication by the Indenture Trustee. (e) 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 Indenture Trustee for cancellation as provided in registered form without coupons in denominations Section 2.14, together with a written statement (which need not comply with Section 13.2 and need not be accompanied by an Opinion of $1,000 Counsel) stating that such Note has never been issued and integral multiples thereofsold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. Two Officers An Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Notes of a series for original issue on the Issue Date therefor in the an aggregate principal amount specified in the applicable Authentication Order and (2) any Additional Notes of $[ ],000,000 such series for original issue from time to time after the initial Issue Date for such series in such principal amounts as set forth in Section 2.14, in each case upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited signed by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order two Officers of the Company in the form of (an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate Such Authentication Order shall specify the principal amount of the Notes to be authenticated and the date on which the issue of Notes are is to be authenticated. Notwithstanding anything to the contrary contained herein, the Company may from time to time, without notice to or consent of 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 series pursuant to Section 2.6, Section 2.8, Section 2.9, Section 3.6 or Section 9.5. 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 that 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 Company and Affiliates Trustee pursuant to Article V, any of the CompanyNotes 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 Authentication 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 (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 such new name. In connection with the transfer, authentication or cancellation of $1,000 any Notes by the Trustee, in addition to the other requirements of this Article II and integral multiples thereofSection 11.4, the Trustee may require that the Company deliver to Trustee an Opinion of Counsel as provided in Section 7.2(b).

Execution and Authentication. Two Officers of the Company (a) One Officer shall sign (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (b) The Trustee shall authenticate Notes for original issue on the Issue Date in the up to an aggregate principal amount of Sixty Million One Hundred Forty-Two Thousand Dollars ($[ ],000,000 60,142,000) upon a written order of the Company in the form of an Officers’ Certificate. In addition, ' Certificate to a Trust Officer directing the Trustee shall to authenticate the Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by and certifying that all conditions precedent to the terms issuance of this Indenture, including without limitation, Section 4.10) for original issue upon a the Notes contained herein have been complied with. Upon the written order of the Company in the form of an Officers’ ' Certificate, the Trustee shall authenticate Notes in substitution of Notes issued on the Issue Date to reflect any name change of the Company. Each such Officers’ Certificate shall specify the The aggregate principal amount of Notes outstanding at any time may not exceed Sixty Million One Hundred Forty-Two Thousand Dollars ($60,142,000) except as provided in Section 2.07 hereof. (c) The Principal and interest on Book-Entry Notes shall be payable to be authenticated the Depository or its nominee, as the case may be, as the sole registered owner and the date sole holder of the Book-Entry Notes represented thereby. The Principal of and interest on which Notes in certificated form ("Physical Notes") shall be payable -------------- at the Notes are to be authenticated. office of the Paying Agent. (d) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the 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 and Affiliates of the Company. . (e) The Notes shall be issuable only in registered form without coupons in denominations of One Thousand Dollars ($1,000 1,000) and any integral multiples thereof. (f) If the Notes are to be issued in the form of one or more Global Notes, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Notes that (i) shall represent and shall be in minimum denominations of One Thousand Dollars ($1,000), (ii) shall be registered in the name of the Depository for such Global Note or Notes or the nominee of such Depository and (iii) shall be delivered to the Trustee as custodian for such Depository or pursuant to such Depository's instructions. (g) The Company initially appoints The Depository Trust Company to act as Depository with respect to the Book-Entry Notes.

Execution and Authentication. (a) Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. The Company's seal may be reproduced on the Notes and may be in facsimile form. (b) If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. . (c) A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (d) The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 shall, upon a written order of the Company in the form of signed by an Officers’ Certificate. In additionOfficer (an "Authentication Order"), the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. issue. (e) 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 and Affiliates Holders or an Affiliate of the Company. (f) The Company may issue Additional Notes from time to time after the offering of the Initial Notes. The With respect to any Additional Notes, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount at maturity of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii) the issue price, the issue date and the CUSIP number and corresponding ISIN of such Additional Notes; and (iii) whether such Additional Notes shall be issuable only subject to transfer restrictions and issued in registered the form of Initial Notes as set forth in Exhibit A to this Indenture or shall be issued in the form of Exchange Notes as set forth in Exhibit A to this Indenture. The Initial Notes, the Exchange Notes and any Additional Notes subsequently issued under this Indenture shall be treated as a single class for all purposes under this Indenture, including, without coupons in denominations of $1,000 limitation, waivers, amendments, redemptions and integral multiples thereofoffers to purchase.

Execution and Authentication. Two Officers The Notes shall be executed on behalf of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign any Officer. The signature of any of these Officers on the Notes for the Company by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee Authentication Agent authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A No Note shall not be entitled to any benefit under this Indenture or be valid until an authorized signatory of the Trustee manually signs the or obligatory for any purpose unless there appears on such Note a certificate of authentication on substantially in the Note. The signature form provided for herein executed by the Authentication Agent by manual signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated under 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 Trustee Notes of each series shall authenticate be issuable in such denominations as shall be specified as contemplated by Section 2.01. In the absence of any such provisions with respect to the Notes for original issue on of any series, the Issue Date Notes of such series denominated in the aggregate principal amount Dollars shall be issuable in denominations of $[ ],000,000 upon a written order 2,000 and integral multiples of the Company $1,000 in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated excess thereof and the date on which the Notes are of such series denominated in a Non-Dollar Currency shall be issuable in denominations equivalent to be authenticated$2,000 and integral multiples equivalent to $1,000 in excess thereof in that Non-Dollar Currency (in each case rounded to an integral multiple of 1,000 units of such Non-Dollar Currency). The Trustee may appoint an authenticating agent reasonably (the “Authentication Agent”) acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointmentAny such appointment shall be evidenced by an instrument signed by a Responsible Officer, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture a copy of which shall be furnished to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes 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 be issuable only in registered form have no responsibility to compensate, reimburse or indemnify the Authentication Agent. The Trustee may change the Authentication Agent without coupons in denominations of $1,000 and integral multiples thereofprior notice to the Holders; provided the Authentication Agent is acceptable to the Company.

Execution and Authentication. Two Officers (a) The Notes shall be signed on behalf of the Company (by any one of its Chairman of the Board of Directors, Chief Executive Officer, President or one of its Vice Presidents, its Treasurer or any of its Assistant Treasurers, or its Controller or any of its Assistant Controllers, or its Secretary or any of its Assistant Secretaries, under its corporate seal. Such signatures may be the manual or facsimile signatures of the present or any future such officers. In case any such officer who shall have been duly authorized by all requisite corporate actions) shall sign signed any of the Notes for shall cease to be such officer before the Note so signed shall be authenticated and delivered by the Trustee or disposed of by the Company, such Note nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Note had not ceased to be such officer of the Company; and any Note may be signed on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guaranteesuch Persons as, as the case may be, was an Officer at the time actual date of the execution of such execution but no longer holds that office Note, shall be the proper officers of the Company, although at the time date of the Trustee authenticates execution and delivery of this Indenture any such Person was not such an officer. The seal of the NoteCompany may be in the form of a facsimile of such seal and may be impressed, affixed, imprinted or otherwise reproduced on the Notes. The Notes may contain such notations, legends or endorsements required by law, stock exchange rule or usage. Each Note or Note Guarantee, as shall be dated the case may be, shall nevertheless be valid. date of its authentication by the Trustee. (b) A Note shall not be valid until authenticated manually by an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee, or by an Authenticating Agent. The Such signature shall be conclusive evidence that the Note so authenticated has been duly authenticated under and delivered hereunder and that the holder is entitled to the benefits of this Indenture. The . (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of any series executed by the Company to the Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon authentication, together with a written order of the Company for the authentication and delivery of such Notes, signed by its Chairman of the Board of Directors, Chief Executive Officer, President or any Vice President, its Treasurer or any Assistant Treasurer, or its Controller or any Assistant Controller or its Secretary or any Assistant Secretary, and the Trustee in accordance with such written order shall authenticate and deliver such Notes. If the form Notes shall be represented by one or more Global Notes, then, for purposes of an Officers’ Certificate. this Section and Section 2.06, the notation of a beneficial owner’s interest therein upon original issuance of such Global Note or upon exchange of a portion of a temporary Global Note shall be deemed to have been delivered in connection with the original issuance of such beneficial owner’s interest in such permanent Global Note. (d) In additionauthenticating such Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall authenticate Notes be provided, and (“Additional Notes”subject to Section 7.01) thereafter shall be fully protected in unlimited amount (so long as not otherwise prohibited by relying upon, an Officers’ Certificate of the Company and an Opinion of Counsel each stating in addition to the requirements of Section 14.06, that the form and terms thereof have been established in conformity with the provisions of this Indenture. (e) The Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee’s own rights, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which duties or immunities under the Notes are to be authenticated. The Trustee may appoint an authenticating agent and this Indenture or otherwise in a manner that is not reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofTrustee.

Execution and Authentication. Two Officers The Chief Executive Officer, Chief Financial Officer, President, Treasurer, Assistant Treasurer or any Vice President of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign execute the Notes for on behalf of the Company by manual or facsimile signature. The Company’s seal may but need not be impressed, affixed, imprinted or reproduced on the Notes. If an Officer the officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote or at any time thereafter, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate the Initial Notes for original issue on the Issue Date in the an aggregate principal amount of not to exceed $[ ],000,000 700,000,000 upon a written order of the Company in the form receipt of an Officers’ CertificateOfficer’s Certificate directing the Trustee to authenticate such Initial Notes and certifying that all conditions precedent to the issuance of such Initial Notes contained herein have been complied with. In addition, the The Trustee shall authenticate Additional Notes (“Additional Notes”) thereafter in unlimited amount amounts (so long as not otherwise prohibited permitted by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form receipt of an Officers’ Certificate. Each Officer’s Certificate directing the Trustee to authenticate such Officers’ Certificate shall specify Additional Notes and certifying that all conditions precedent to the amount issuance of such Additional Notes to be authenticated and the date on which the contained herein have been complied with; provided, however, that such Additional Notes are to be authenticatedissued (i) for sale pursuant to Rule 144A, (ii) for sale pursuant to Regulation S, (iii) in exchange for any Notes issued under this Indenture pursuant to Rule 144A or Regulation S or (iv) pursuant to a registered public offering. The Trustee shall authenticate Exchange Notes in accordance with Section 2.07. The Trustee may appoint an authenticating agent reasonably acceptable to the Company 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 Such authenticating agent has shall have the same rights as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates or with any of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof’s Affiliates.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) sign, or one Officer shall sign and one Officer or any Assistant Secretary shall attest to, the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as shall be valid nevertheless and the case may be, Company shall nevertheless be validbound by the terms of the Notes and this Indenture. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Note but such signature shall be conclusive evidence that the Note has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of up to $[ ],000,000 150,000,000 and shall authenticate any other Notes permitted to be issued under this Indenture, upon a written order of the Company in the form of an Officers’ ' Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an The Officers’ Certificate. Each such Officers’ ' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed $300,000,000 plus the principal amount of any PIK Notes, except as provided in Section 2.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates any Obligor, any Affiliate of the Companyany Obligor, or any of their respective Subsidiaries. The Notes shall be issuable only in registered form without coupons in denominations (rounded, if necessary, to the nearest dollar) of $1,000 1 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers The Notes shall be executed on behalf of the Company (who by one Officer of the Company and the Guarantees shall have been duly authorized be executed on behalf of the Guarantors by all requisite corporate actions) shall sign one Officer of each of the Guarantors. Such signature may be either manual or facsimile. The Company's seal may be impressed, affixed, imprinted or reproduced on the Notes for the Company by manual or and may be in facsimile signatureform. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on pertaining to the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount of not to exceed $[ ],000,000 upon a written order of the Company 216,000,000, (ii) Additional Notes in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited principal amount (so long as not otherwise prohibited permitted by the terms of this Indenture, including including, without limitation, Section 4.10) and (iii) Exchange Notes (x) in exchange for original issue a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case upon a Company Request. With respect to a Company Request for authentication pursuant to clause (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000. The Company Request directing the authentication and delivery of Notes shall specify whether such Notes shall be issued in the form of an Officers’ CertificateNotes or Global Notes. Each such Officers’ Certificate Such Company Request shall specify the amount amount, series and CUSIP of the Notes to be authenticated and authenticated, the date on which the original issue of the Notes is to be authenticated and whether the Notes are to be authenticatedInitial Notes or Exchange Notes. If the Company Request specifies that the Notes are to be issued in the form of one or more Global Notes, then the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon) and the Trustee shall, in accordance with this Section and such Company Request, authenticate and deliver one or more Global Notes that: (a) shall be registered in the name of the Depository or a nominee of such Depository, (b) shall, at the instruction of the Initial Purchasers, be delivered by the Trustee to the Depository or held by the Trustee as custodian for the Depository, and (c) shall include and bear a legend substantially to the effect that unless and until it is exchanged in whole or in part for Notes, such Global Notes may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. The Depository must, at the time of its designation and at all times when it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 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. Any appointment shall be evidenced by instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall An Officer must sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall will nevertheless be valid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount will, upon receipt of $[ ],000,000 upon a written order of the Company in the form of signed by an Officers’ Certificate. In additionOfficer (an "Authentication Order"), the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order up to $400,000,000 of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedNotes. 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 and Affiliates Holders or an Affiliate of the Company. The At any time and from time to time after the execution and delivery of this Indenture (including without limitation under Sections 2.06(f) and 2.13 hereof), the Company may deliver Notes executed by the Company to the Trustee for authentication. Except as otherwise provided herein, the Trustee shall thereupon authenticate and make available for delivery said Notes to or upon receipt of an Authentication Order. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be issuable only entitled to receive and shall be fully protected in registered relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form without coupons of the Notes were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in denominations full force and effect as of $1,000 the date of such certificate, and integral multiples thereof.if the terms and form of such Notes are established by an Officers' Certificate pursuant to general authorization of the Board of Directors, such Officers' Certificate; (b) an executed supplemental indenture, if any; (c) an Officers' Certificate delivered in accordance with Section 13.04(1) hereof; and (d) an Opinion of Counsel which shall state: (1) that the form of such Notes has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in conformity with the provisions of this Indenture; (2) that the terms of such Notes have been established in accordance with the provisions of this Indenture; (3) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and (4) that all laws and requirements in respect of the execution and delivery by the Company of such Notes have been complied with. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders

Execution and Authentication. Two Officers of the Company (a) An Officer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. . (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence evidence, and the only evidence, that the Note has been authenticated under this Indenture. The . (c) On the Issue Date, the Trustee shall authenticate Notes and deliver for original issue on the Issue Date a Global Note in the aggregate principal amount of [[$[ —],000,000 ], upon a written order of the Company in the form of an Officers’ Officer’s Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate which shall specify the amount of Notes the Note to be authenticated and the date on which the Notes are Note is to be authenticated. authenticated (an “Authentication Order”). (d) [RESERVED] (e) [RESERVED] (f) The Company shall deliver to the Trustee an Authentication Order requesting the Trustee to authenticate, and, upon receipt of such Authentication Order, the Trustee shall authenticate, Notes upon exchange for other Notes in accordance with Section 2.06, Section 3.07, or Section 9.05. (g) At the same time as the Registrar registers on its records an increase or decrease in the principal amount of any Global Note, the Trustee, as custodian for the Depository, shall notate such increase or decrease on the schedule of increases or decreases to such Global Note. (h) All Notes issued under this Indenture shall vote and consent together on all matters as one class and no series of Notes shall have the right to vote or consent as a separate class on any matter. (i) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. . (j) The Notes shall be issuable only in fully registered form only, without coupons coupons, in denominations integral multiples of $1,000 and integral multiples thereof1.00 rounded up the nearest whole dollar. (k) [RESERVED]. (l) [RESERVED].

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $2,000,000,000 of 6.750% Senior Subordinated Notes due 2034 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 the an aggregate principal amount of $[ ],000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and an Assistant Secretary of the Company in the form of (each an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate Such Authentication 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, whether the Notes are to be authenticatedInitial Notes or Additional Notes or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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 the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent to deal with the Company and Affiliates Assistant Secretary of the Company. The , to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 13.05 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the terms of this Indenture and delivered by the Trustee, will be issuable only the legally valid and binding obligations of the Company, enforceable against the Company in registered form without coupons accordance with their terms, subject to any conditions and qualifications specified in denominations such Opinion of $1,000 and integral multiples thereofCounsel.

Execution and Authentication. Two Officers The Notes shall be executed on behalf of the Company (who by one Officer of the Company and the Guarantees shall have been duly authorized be executed on behalf of the Guarantors by all requisite corporate actions) shall sign one Officer of each of the Guarantors. Such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Notes for the Company by manual or and may be in facsimile signatureform. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on pertaining to the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount of not to exceed $[ ],000,000 upon a written order of the Company 350,000,000, (ii) Additional Notes in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited principal amount (so long as not otherwise prohibited permitted by the terms of this Indenture, including including, without limitation, Section 4.10) and (iii) Exchange Notes (x) in exchange for original issue a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case upon a Company Request. With respect to a Company Request for authentication pursuant to clause (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000. The Company Request directing the authentication and delivery of Notes shall specify whether such Notes shall be issued in the form of an Officers’ CertificateNotes or Global Notes. Each such Officers’ Certificate Such Company Request shall specify the amount amount, series and CUSIP of the Notes to be authenticated and authenticated, the date on which the original issue of the Notes is to be authenticated and whether the Notes are to be authenticatedInitial Notes or Exchange Notes. If the Company Request specifies that the Notes are to be issued in the form of one or more Global Notes, then the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon) and the Trustee shall, in accordance with this Section and such Company Request, authenticate and deliver one or more Global Notes that: (a) shall be registered in the name of the Depository or a nominee of such Depository, (b) shall, at the instruction of the Initial Purchasers, be delivered by the Trustee to the Depository or held by the Trustee as custodian for the Depository, and (c) shall include and bear a legend substantially to the effect that unless and until it is exchanged in whole or in part for Notes, such Global Notes may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. The Depository must, at the time of its designation and at all times when it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 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. Any appointment shall be evidenced by instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (who a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000 and (b) subject to the terms of this Indenture, Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall have been duly authorized by all requisite corporate actions) 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. For the avoidance of doubt, the Company will be required to deliver an Opinion of Counsel with respect to the authentication of the Initial Notes. Notwithstanding anything to the contrary in this Indenture, any issuance of Additional Notes shall be in a principal amount of at least $2,000 and integral multiples of $1,000 in excess thereof. One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. The Company’s seal may be (but shall not be required to be) impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile form. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guaranteeshall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, as the case Company may bedeliver Notes executed by the Company to the Trustee for authentication, together with a written order of the Company in the form of an Officer’s Certificate for the authentication and delivery of such Notes, and the Trustee in accordance with such written order of the Company shall nevertheless be validauthenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent Authentication Agent reasonably acceptable to the Company to authenticate the Notes. 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 agent for service of notices and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofdemands.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (each of the Company (who shall whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A No Note shall not be entitled to any benefit under this Indenture or be valid until an authorized signatory of the Trustee manually signs the or obligatory for any purpose unless there appears on such Note a certificate of authentication on substantially in the Note. The signature form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated under 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 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 Trustee shall authenticate Initial Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 100,000,000 (other than as provided in Section 2.08 hereof) in one or more series, and from time to time, Additional Notes in the aggregate principal amount of not less than $25.0 million per series, upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ ' Certificate. Each such Officers’ Certificate written order shall specify the amount of Notes to be authenticated and the date on which authenticated, whether the Notes are to be authenticatedInitial Notes, Additional Notes or Exchange Notes and whether the Notes are to be issued as Definitive Notes or Global Notes or such other information as the Trustee shall reasonably request. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $1,450,000,000 of 6.875% Senior Secured Notes due 2030 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 the an aggregate principal amount of $[ ],000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and an Assistant Secretary of the Company in the form of (each an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate Such Authentication 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, whether the Notes are to be authenticatedInitial Notes or Additional Notes or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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 the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent to deal with the Company and Affiliates Assistant Secretary of the Company. The , to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 11.03 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the terms of this Indenture and delivered by the Trustee, will be issuable only the legally valid and binding obligations of the Company, enforceable against the Company in registered form without coupons accordance with their terms, subject to any conditions and qualifications specified in denominations such Opinion of $1,000 and integral multiples thereofCounsel.

Execution and Authentication. Two Officers The Notes shall be executed on behalf of the Company (who by one Officer of the Company and the Guarantees shall have been duly authorized be executed on behalf of the Guarantors by all requisite corporate actions) shall sign one Officer of each of the Guarantors. Such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Notes for the Company by manual or and may be in facsimile signatureform. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on pertaining to the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount of not to exceed $[ ],000,000 upon a written order of the Company 510,000,000, (ii) Additional Notes in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited principal amount (so long as not otherwise prohibited permitted by the terms of this Indenture, including including, without limitation, Section 4.10) and (iii) Exchange Notes (x) in exchange for original issue a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case upon a Company Request. With respect to a Company Request for authentication pursuant to clause (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000. The Company Request directing the authentication and delivery of Notes shall specify whether such Notes shall be issued in the form of an Officers’ CertificateNotes or Global Notes. Each such Officers’ Certificate Such Company Request shall specify the amount amount, series and CUSIP of the Notes to be authenticated and authenticated, the date on which the original issue of the Notes is to be authenticated and whether the Notes are to be authenticatedInitial Notes or Exchange Notes. If the Company Request specifies that the Notes are to be issued in the form of one or more Global Notes, then the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon) and the Trustee shall, in accordance with this Section and such Company Request, authenticate and deliver one or more Global Notes that: (a) shall be registered in the name of the Depository or a nominee of such Depository, (b) shall, at the instruction of the Initial Purchasers, be delivered by the Trustee to the Depository or held by the Trustee as custodian for the Depository, and (c) shall include and bear a legend substantially to the effect that unless and until it is exchanged in whole or in part for Notes, such Global Notes may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. The Depository must, at the time of its designation and at all times when it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 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. Any appointment shall be evidenced by instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers The Notes shall be executed on behalf of the Company (who by one Officer of the Company and the Guarantees shall have been duly authorized be executed on behalf of the Guarantors by all requisite corporate actions) shall sign one Officer of each of the Guarantors. Such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Notes for the Company by manual or and may be in facsimile signatureform. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on pertaining to the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount of not to exceed $[ ],000,000 upon a written order of the Company 535,000,000, (ii) Additional Notes in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited principal amount (so long as not otherwise prohibited permitted by the terms of this Indenture, including including, without limitation, Section 4.10) and (iii) Exchange Notes (x) in exchange for original issue a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case upon a Company Request. With respect to a Company Request for authentication pursuant to clause (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000. Notwithstanding the foregoing, solely for purposes of the Exchange Offer, the Exchange Notes shall be issuable only in registered form without coupons and in denominations of $1,000 and integral multiples of $1,000. The Company Request directing the authentication and delivery of Notes shall specify whether such Notes shall be issued in the form of an Officers’ CertificateNotes or Global Notes. Each such Officers’ Certificate Such Company Request shall specify the amount amount, series and CUSIP of the Notes to be authenticated and authenticated, the date on which the original issue of the Notes is to be authenticated and whether the Notes are to be authenticatedInitial Notes or Exchange Notes. If the Company Request specifies that the Notes are to be issued in the form of one or more Global Notes, then the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon) and the Trustee shall, in accordance with this Section and such Company Request, authenticate and deliver one or more Global Notes that: (a) shall be registered in the name of the Depository or a nominee of such Depository, (b) shall, at the instruction of the Initial Purchasers, be delivered by the Trustee to the Depository or held by the Trustee as custodian for the Depository, and (c) shall include and bear a legend substantially to the effect that unless and until it is exchanged in whole or in part for Notes, such Global Notes may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. The Depository must, at the time of its designation and at all times when it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 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. Any appointment shall be evidenced by instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) sign, or one Officer shall sign and one Officer shall attest to, the Notes Note for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as shall be valid nevertheless and the case may be, Company shall nevertheless be validbound by the terms of the Notes and this Indenture. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Note and such signature shall be conclusive evidence that the Note has been authenticated under pursuant to the terms of this Indenture. The Trustee shall authenticate Notes Initial Securities for original issue on the Issue Date in the aggregate principal amount of up to $[ ],000,000 110.0 million, except as provided in Section 9.1(8), and shall authenticate New Notes for original issue in the aggregate principal amount of up to $110.0 million, except as provided in Section 9.1(8), in each case upon a written order of the Company in the form of an Officers’ ' Certificate; PROVIDED that such New Notes shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with the Registration Rights Agreement. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an The Officers’ Certificate. Each such Officers’ ' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed $110.0 million, except as provided in Section 2.7 and Section 9.1(8). Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the Company, or any of their respective Subsidiaries. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof PROVIDED that Notes will initially be issued only to institutional "accredited investors" within the meaning of Rule 501(A)(1), (2), (3) or (7) under the Securities Act who are not also "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in denominations of $250,000 and any integral multiple of $1,000 in excess thereof.

Execution and Authentication. Two Officers One Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the New Second Lien Non-Convertible Notes and the New Second Lien Convertible Notes for the Company by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a New Second Lien Secured Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea New Second Lien Secured Note is authenticated, the New Second Lien Secured Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note New Second Lien Non-Convertible Notes or New Second Lien Convertible Notes shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Noteapplicable Second Lien Trustee. The Such signature shall be conclusive evidence and the only evidence, that the New Second Lien Secured Note has been authenticated and delivered under this Second Lien Indenture. The Trustee shall authenticate aggregate principal amount of New Second Lien Secured Notes for original issue on the Issue Date in which may be authenticated and delivered under this Second Lien Indenture is the aggregate principal amount of $[ ],000,000 the New Second Lien Secured Notes issued on the date hereof and any Additional New Second Lien Secured Notes issued pursuant to this Second Lien Indenture. The Second Lien Trustees or their agents shall, upon a written order of the Company in signed by one Officer of the form of Company (an Officers’ Certificate. In addition“Authentication Order”), the Trustee shall authenticate New Second Lien Secured Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order on the date hereof of the Company in the form of an Officers’ Certificate$[•]. Each such Officers’ Certificate The Authentication Order shall specify the amount of New Second Lien Secured Notes to be authenticated and the date on which the New Second Lien Secured Notes are to be authenticated. The In authenticating any Additional New Second Lien Secured Notes, and accepting the additional responsibilities under this Second Lien Indenture in relation to such Additional New Second Lien Secured Notes, the applicable Second Lien Trustee may appoint shall be entitled to receive and shall be fully protected in relying upon: (1) A copy of the resolution or resolutions of the Board of Directors of the Company in or pursuant to which the terms of the Additional New Second Lien Non-Convertible Notes and/or the Additional New Second Lien Convertible Notes were established, certified by the Secretary or an authenticating agent reasonably acceptable to Assistant Secretary of 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 have been duly adopted by the Trustee includes authentication by such agent. An authenticating agent has the same rights Board of Directors and to be in full force and effect as an Agent to deal with the Company and Affiliates of the Company. The Notes date of such certificate; (a) an Officer’s Certificate delivered in accordance with Section 14.04(i) hereof; and (b) an Opinion of Counsel delivered in accordance with Section 14.04(ii) hereof and which shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.also state:

Execution and Authentication. Two Officers One Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual manual, electronic or facsimile signature. If an Officer of the Company whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time such Note is authenticated by the Trustee authenticates the NoteTrustee, the such Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory authenticated by the manual or electronic (including “.pdf”) signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note Note, as applicable, has been duly authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 shall, upon a written order of the Company in signed by one Officer of the form of Company (an Officers’ Certificate. In addition“Authentication Order”), the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order in accordance with this Indenture. The Notes shall be dated their date of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedauthentication. 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 and Affiliates Holders or an Affiliate of the Company. The At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of any Series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order will authenticate and deliver such Notes. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 7.01) will be issuable only fully protected in registered relying upon, an Opinion of Counsel stating: (a) that such form without coupons has been established in denominations conformity with the provisions of $1,000 this Indenture; (b) that such terms have been established in conformity with the provisions of this Indenture; and (c) that this Indenture and integral multiples thereofsuch Notes, when authenticated and delivered by the Trustee and, with respect to the Notes, when issued by the Company, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity.

Execution and Authentication. Two Officers An authorized member of the Company (who shall have been duly authorized by all requisite corporate actions) Issuers’ boards of directors or an executive officer of the Issuers shall sign the Notes for on behalf of the Company Issuers by manual or facsimile signature. If an Officer authorized member of the Issuers’ boards of directors or an executive officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes . (a) Original Dollar Notes, on the date hereof, for original issue on the Issue Date in the up to an aggregate principal amount of $[ ],000,000 upon a written order 715,000,000, (b) Original Euro Notes, on the date hereof, for original issue up to an aggregate principal amount of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes €750,000,000 and (“c) Additional Notes”) thereafter in unlimited amount (so long , from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06. The Issuers are permitted to issue Additional Notes as not otherwise prohibited by the terms part of a further issue under this Indenture, including without limitationfrom time to time; provided that, Section 4.10) for original issue upon a written order of if the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Additional Euro Notes are to be authenticatednot fungible with any series of Original Euro Notes for U.S. federal income tax purposes or any Additional Dollar Notes are not fungible with any series of Original Dollar Notes, respectively, such Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Trustee 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 may do so. Each reference in this Indenture to authentication by the Trustee 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 and Affiliates Issuers or an Affiliate of the CompanyIssuers. 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 integral multiples thereofdetermine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. Two Officers The Notes shall be executed on behalf of the Company (who shall have been duly authorized by one of its Officers. The signatures of any or all requisite corporate actions) shall sign of these officers on the Notes for may be manual or facsimile. Notes bearing the Company by manual or facsimile signature. If an Officer whose signature is on a Note signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or Note Guarantee, as any of them have ceased to hold such offices prior to the case may be, was an Officer authentication and delivery of such Notes or did not hold such offices at the time date of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validNotes. A Note shall not be valid until an authorized signatory of the Trustee authenticates the Note manually signs the certificate of authentication on the Noteor by facsimile. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The Trustee Notes shall authenticate be dated the date of their authentication. (1) the Initial Notes for original issue on the Issue Date in an aggregate principal amount of $415,000,000, (2) the Additional Notes in an aggregate principal amount to be determined by the Company, and (3) Exchange Notes for issue only in an Exchange Offer or registered resale, in each case pursuant to a Registration Rights Agreement, and only in exchange for the applicable Initial Notes or the Additional Notes, as the case may be, of the same series of an equal principal amount, in each case upon a Company Order. Such Company Order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Exchange Notes. With respect to any Additional Notes, the Company shall set forth in a resolution of its Board of Directors and an Officers' Certificate, the following information: (i) the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“such Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and delivered pursuant to this Indenture; and (ii) the issue price and the issue date on of the Additional Notes. All Notes issued under this Indenture (whether Initial Notes, Additional Notes or Exchange Notes) will be treated as a single series for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, unless, in the case of Additional Notes, otherwise specified in the applicable Company Order. In case the Company, pursuant to Article V hereof, shall be consolidated or merged with or into any other Person or shall transfer or lease all or substantially all of its assets to any Person, and the successor Person formed by or surviving any such consolidation or any such merger, or to which such transfer or lease shall have been made, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IX hereof, any of the Notes are authenticated or delivered prior to such consolidation, merger, conveyance, transfer or lease may, from time to time, at the request of the successor Person, be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided exchanged for other Notes executed 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 and Affiliates name of the Companysuccessor 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 hereof 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 integral multiples thereofsuch new name.

Execution and Authentication. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (who shall whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note or Note Guarantee, as the case may be, Security shall nevertheless be valid. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate Notes Securities for original issue on the Issue Date in the aggregate principal amount of up to $[ ],000,000 123,380,000 upon receipt of a written order of the Company in the form of an Officers’ ' Certificate. In additionThe Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $123,380,000, except as provided in Section 2.07 and except as provided in the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms last sentence of this Indenture, including without limitation, Section 4.10) for original issue upon a paragraph. Upon the written order of the Company in the form of an Officers’ ' Certificate, the Trustee shall authenticate Securities in substitution of Securities originally issued to reflect any name change of the Company. Each such Upon the written order of the Company in the form of an Officers’ Certificate ' Certificate, the Trustee shall specify authenticate Securities in the aggregate principal amount of Notes necessary to be authenticated and pay additional interest pursuant to the Registration Rights Agreement on each date on which it is necessary to pay such additional interest. Series B Notes may be issued only in exchange for a like principal amount of Series A Notes pursuant to an Exchange Offer. Subject to Section 2.13, the Notes are principal and interest on Book-Entry Securities shall be payable to the Depository or its nominee, as the case may be, as the sole registered owner and the sole holder of the Book-Entry Securities represented thereby. Except as otherwise provided in Section 4.3 of the Purchase Agreement and Section 2.13, the principal and interest on Securities in certificate form shall be authenticatedpayable at the office or agency of the Company maintained for such purpose in the Borough of Manhattan in The City of New York, or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that at the option of the Company interest may be paid by check mailed to the addresses of the persons entitled thereto as such addresses shall appear with either the Registrar or Paying Agent. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate NotesSecurities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.. If the Securities are to be issued in the form of one or more Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent and shall be in minimum denominations of $1,000 or in the approximate equivalent amount, (ii) shall be registered in the name of the Depository for such Global Security or Securities or the nominee of such Depository, (iii) shall be delivered by the Trustee to such Depository or pursuant to such Depository's instructions and (iv) shall bear the legend set forth in Exhibit C.

Execution and Authentication. Two The Notes shall be executed by the Company by its Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these Officers on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who were the proper Officers of the Company (who shall bind the Company, notwithstanding that such individuals or any of them have been duly authorized by all requisite corporate actions) shall sign ceased to hold such offices prior to the authentication and delivery of such Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer did not hold such offices at the time of issuance of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validNotes. A No Note shall not be entitled to any benefit under this Indenture or be valid until an authorized signatory of the Trustee manually signs the or obligatory for any purpose unless there appears on such Note a certificate of authentication on substantially in the Note. The form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated under this Indentureand delivered hereunder. The Trustee shall authenticate and make available for delivery Notes for original issue on the Issue Date in the an aggregate principal amount of up to $[ ],000,000 250,000,000 upon a written order Company Order without any further action by the Company; PROVIDED, HOWEVER, that in the event that the Company sells any Notes pursuant to the Over- Allotment Option granted pursuant to Section 2(b) of the Purchase Agreement, dated July 24, 1997, between the Company in and the form of an Officers’ Certificate. In additionUnderwriters (the "PURCHASE AGREEMENT"), then the Trustee shall authenticate and deliver Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue in an aggregate principal amount of up to $250,000,000 plus up to $37,500,000 aggregate principal amount of the Notes sold pursuant to the Over-Allotment Option upon a written order of Company Order without any further action by the Company. Such Company in the form of an Officers’ Certificate. Each such Officers’ Certificate Orders shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee aggregate principal amount of the Notes outstanding at any time may appoint an authenticating agent reasonably acceptable not exceed the amount set forth in the foregoing sentence, subject to the Company to authenticate Notes. Unless otherwise proviso set forth therein, except as 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 and Affiliates of the CompanySection 2.7. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $1,000,000,000 of 7.125% Senior Secured Notes due 2031 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 the an aggregate principal amount of $[ ],000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and an Assistant Secretary of the Company in the form of (each an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate Such Authentication 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, whether the Notes are to be authenticatedInitial Notes or Additional Notes or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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 the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent to deal with the Company and Affiliates Assistant Secretary of the Company. The , to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 11.03 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the terms of this Indenture and delivered by the Trustee, will be issuable only the legally valid and binding obligations of the Company, enforceable against the Company in registered form without coupons accordance with their terms, subject to any conditions and qualifications specified in denominations such Opinion of $1,000 and integral multiples thereofCounsel.

Execution and Authentication. Two Officers One Officer shall execute the Notes, on behalf of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company Company, by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. The Trustee shall authenticate and make available for delivery: (1) at any time and from time to time after the execution and delivery of this Indenture, the Initial Notes for original issue on the Issue Date initially in the an aggregate principal amount of $[ ],000,000 ; and (2) if and when issued, the Subsequent Notes, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and an Assistant Treasurer or an Assistant Secretary of the Company in (the form of an Officers’ Certificate“Company Order”). Each such Officers’ Certificate Such Company Order shall specify the amount of the Notes to be authenticated and authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be authenticatedInitial Notes or Subsequent Notes. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is initially limited to [ ] outstanding (plus any Subsequent Notes), except for 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 2.06, Section 2.07, Section 2.09, Section 5.08 or Section 9.05 hereof. All Notes issued on the Issue Date and all Subsequent Notes shall be identical in all respects other than issue date, issue price and the date from which interest accrues and any changes relating thereto; provided that if the Subsequent Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Subsequent Notes will have a separate CUSIP number. Notwithstanding anything to the contrary contained in this Indenture, the Initial Notes and any Subsequent Notes of the same class will be treated as a single class of securities under this Indenture. Without limiting the generality of the foregoing sentence, unless otherwise provided in this Indenture, all Notes issued under this Indenture shall vote and consent together on all matters as one class and no Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the 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 agentthe Authenticating Agent. An authenticating agent Authenticating Agent has the same rights as an a Paying Agent to deal with the Company and Affiliates Holders or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers The Senior Subordinated Notes shall be executed on behalf of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign its Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President or any Vice President. The signature of any of these officers on the Senior Subordinated Notes for the Company by may be manual or facsimile signaturefacsimile. If an Officer whose signature is on a Senior Subordinated Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Senior Subordinated Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Senior Subordinated Note shall not be valid until an authorized signatory of the Trustee manually signs the nevertheless. No Senior Subordinated Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Senior Subordinated Note a certificate of authentication on substantially in the Note. The signature form provided for herein executed by the Trustee by manual signature, and such certificate upon any Senior Subordinated Note shall be conclusive evidence evidence, and the only evidence, that the such Senior Subordinated Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Senior Subordinated Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Senior Subordinated Note to the Trustee for cancellation as provided in Section 2.12, for all purposes of this Indenture such Senior Subordinated Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Senior Subordinated Notes shall be issuable only in fully registered form without coupons in denominations of $1,000 and integral multiples thereofof $1,000.

Execution and Authentication. (a) Two Officers Officers, one of whom shall be the Chairman of the Company (who shall have been duly authorized by all requisite corporate actions) Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Company, shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office or Note Guaranteeis no longer a representative with full power and authority to represent and act on behalf of the Company or a Subsidiary Guarantor, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. valid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The . (c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in (the form of an Officers’ Certificate“Company Order”). Each such Officers’ Certificate A Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated. . (d) 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 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 and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered 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 Company 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 integral multiples thereofsuch new name.

Execution and Authentication. Two Officers (a) The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Company (who shall have been duly authorized Co-Issuers by all requisite corporate actions) shall sign an Authorized Officer of each Co-Issuer and delivered by the Co-Issuers to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes for the Company by may be manual or facsimile signaturefacsimile. If an Authorized Officer of any Co-Issuer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Co-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Co-Issuers to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes. (c) No Note shall not be entitled to any benefit under the Indenture or be valid until an authorized signatory of the Trustee manually signs the for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the NoteLuxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Co-Issuers to authenticate Notes. Unless otherwise provided in limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has The Trustee’s certificate of authentication shall be in substantially the same rights as an Agent to deal with the Company and Affiliates following form: This is one of the CompanyNotes of a Series issued under the within mentioned Indenture. The Notes Citibank, N.A., as Trustee By: Authorized Signatory (d) Each Note shall be issuable only dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Co-Issuers, and the Co- Issuers shall deliver such Note to the Trustee for cancellation as provided in registered form without coupons in denominations Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Co-Issuers, for all purposes of $1,000 the Indenture such Note shall be deemed never to have been authenticated and integral multiples thereofdelivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. Two One or more Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for on behalf of the Company by manual or facsimile signature. The Notes may be in facsimile form. If an Officer of the Company whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Noteor an authenticating agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes and deliver a Global Note for original issue on the Issue Date in the an aggregate principal face amount of up to $[ ],000,000 345,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited signed by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order one Officer of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedCompany. The Trustee may appoint an 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 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. In authenticating the Notes, the Trustee shall receive, and subject to the Trust Indenture Act will be fully protected in relying upon, an Agent to deal with Opinion of Counsel that this Indenture and such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and Affiliates subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company. The Company enforceable in accordance with their terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity, and subject to customary assumptions), and that all conditions precedent in respect of the authentication and delivery by the Trustee of such Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofhave been complied with.

Execution and Authentication. Two Officers (a) The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Company (who shall have been duly authorized Co-Issuers by all requisite corporate actions) shall sign an Authorized Officer of each Co-Issuer and delivered by the Co- Issuers to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes for the Company by may be manual or facsimile signaturefacsimile. If an Authorized Officer of any Co-Issuer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Co-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.21) executed by the Co-Issuers to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes. (c) No Note shall not be entitled to any benefit under the Indenture or be valid until an authorized signatory of the Trustee manually signs the for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the NoteLuxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Co-Issuers to authenticate Notes. Unless otherwise provided in limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has The Trustee’s certificate of authentication shall be in substantially the same rights as an Agent to deal with the Company and Affiliates following form: This is one of the CompanyNotes of a Series issued under the within mentioned Indenture. The Notes Citibank, N.A., as Trustee By: Authorized Signatory (d) Each Note shall be issuable only dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Co-Issuers, and the Co-Issuers shall deliver such Note to the Trustee for cancellation as provided in registered form without coupons in denominations Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Co-Issuers, for all purposes of $1,000 the Indenture such Note shall be deemed never to have been authenticated and integral multiples thereofdelivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. Two Officers shall execute the Notes on behalf of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by either manual or facsimile signature. The Guarantors shall execute the Guarantees in the manner set forth in Article X. If an Officer a Person whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Each Note shall be dated the date of its authentication. The Trustee shall initially authenticate Initial Notes for original issue on the Issue Date in the an aggregate principal amount of $[ ],000,000 350,000,000 upon a written order of the Company in the form of an Officers’ CertificateOfficer’s Certificate of the Company (other than as provided in Section 2.7). In addition, the The Trustee shall authenticate Additional Notes (“Additional Notes”) thereafter in unlimited aggregate principal amount (so long as not otherwise prohibited permitted by the terms of this Indenture, including including, without limitation, Section 4.104.9) for original issue upon a written order of the Company in the form of an Officers’ Certificate in aggregate principal amount as specified in such order (other than as provided in Section 2.7). Any such written order relating to the issuance of Additional Notes shall confirm that such Officers have reviewed the Security Documents for the purpose of (1) confirming that any limitation on the incurrence of additional indebtedness provided in such Security Documents shall not be exceeded by the issuance of such Additional Notes and (2) determining whether or not the Security Documents secure the Additional Notes. In addition, on or prior to the date of consummation of a Registered Exchange Offer, the Trustee or the authenticating agent shall authenticate Series B Notes to be issued at the time of the consummation of a Registered Exchange Offer (including with respect to the Initial Notes) upon receipt of an Officer’s Certificate. Each such Officers’ Certificate written order shall specify the amount of the Notes to be authenticated and the date on which the Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time is unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Company 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 Such authenticating agent has shall have the same authenticating rights and duties as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates or with any Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A-1 (“Global Security”), deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of certificated notes in registered form set forth in Exhibit A-1 (“Offshore Physical Securities”).

Execution and Authentication. Two Officers shall sign, or one Officer and one member of the Company Board of Directors shall sign, or two members of the Board of Directors shall sign, or one Officer shall sign and one Officer, a Secretary or an Assistant Secretary (who shall each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes for the Company by manual or facsimile signature. If an Officer or member of the Board of Directors of the Company whose signature is on a Note or Note Guarantee, as the case may be, was an Officer or member of the Board of Directors at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in Except as otherwise provided herein, the aggregate principal amount of $[ ],000,000 Notes which may be outstanding at any time under this Indenture is not limited in amount. The Trustee shall, upon receipt of a written order of the Company Order in the form of an Officers’ Certificate, authenticate (i) Original Notes for original issue on the Closing Date in an aggregate principal amount of $200,000,000, (ii) Additional Notes from time to time for issuance after the Closing Date to the extent permitted hereunder (including, without limitation, under Section 4.3 hereof) and (iii) Exchange Notes for issue in principal amount for issuance in exchange for a like principal amount of Initial Notes pursuant to an exchange offer registration statement under the Securities Act. In addition, Additional Notes will be treated as the Trustee shall authenticate same series of Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of Original Notes for all purposes under this Indenture, including including, without limitation, Section 4.10) for original issue upon a written order purposes of the waivers, amendments, redemptions and offers to purchase. Such Company in the form of an Officers’ Certificate. Each such Officers’ Certificate Order shall specify the aggregate principal amount of Notes to be authenticated authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Original Notes, Additional Notes or Exchange Notes, whether the Notes are to be issued as Definitive Notes or Global Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. Exchange Notes may have such distinctive series designation, and such changes in the form thereof, as are specified in the written order referred to in the preceding sentence. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of this Indenture. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers (a) The Notes shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Company (who shall have been duly authorized Co-Issuers by all requisite corporate actions) shall sign an Authorized Officer of each Co-Issuer and delivered by the Co-Issuers to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes for the Company by may be manual or facsimile signaturefacsimile. If an Authorized Officer of any Co-Issuer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Co-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Co-Issuers to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Base Indenture, shall authenticate and deliver such Notes. (c) No Note shall not be entitled to any benefit under the Indenture or be valid until an authorized signatory of the Trustee manually signs the for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the NoteLuxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Co-Issuers to authenticate Notes. Unless otherwise provided in limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such authenticating agent. An authenticating agent has The Trustee’s certificate of authentication shall be in substantially the same rights as an Agent to deal with the Company and Affiliates following form: “This is one of the CompanyNotes of a Series issued under the within mentioned Indenture. The Notes Citibank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be issuable only dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Co-Issuers, and the Co-Issuers shall deliver such Note to the Trustee for cancellation as provided in registered form without coupons in denominations Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Co-Issuers, for all purposes of $1,000 the Indenture such Note shall be deemed never to have been authenticated and integral multiples thereofdelivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. Two Officers The Notes shall be executed on behalf of each of the Company (who Issuers by an Officer of each of the Issuers. Such signatures may be either manual or facsimile. The seal of each Issuer shall have been duly authorized by all requisite corporate actions) shall sign be impressed, affixed, imprinted or reproduced on the Notes for the Company by manual or and may be in facsimile signatureform. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote or at anytime thereafter, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of up to $[ ],000,000 135,000,000 upon a written order Company Request. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.7 hereof. Upon receipt of a Company Request and an Officers' Certificate from the Company Issuers certifying that the registration statement relating to the exchange offer specified in the form of an Officers’ Certificate. In additionRegistration Rights Agreement is effective and that the conditions precedent to a private exchange thereunder have been met, the Trustee shall authenticate an additional series of Notes in an aggregate principal amount not to exceed $135,000,000 for issuance in exchange for all Notes previously issued pursuant to an exchange offer registered under the Securities Act or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Notes (“Additional Notes”as defined in the Registration Rights Agreement) thereafter or Private Exchange Notes (as defined in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10Registration Rights Agreement) for original issue upon a written order of the Company may have such distinctive series designations and such changes in the form (but not the substance) thereof as are specified in the Company Request referred to in the preceding sentence. The Notes shall be issuable only in registered form without coupons and only in denominations of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated $1,000 and the date on which the Notes are to be authenticatedintegral multiples thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuers 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 Such authenticating agent has shall have the same rights right as an Agent to deal the Trustee in dealing with the Company and Affiliates Issuers or any Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofIssuers.

Execution and Authentication. (a) Two Officers Officers, one of whom shall be the Chairman of the Company (who shall have been duly authorized by all requisite corporate actions) Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Company, shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. valid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered under this Indenture. The Trustee shall authenticate Notes for original issue on . (c) On the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In additionDate, the Trustee shall authenticate and deliver $125 million aggregate principal amount of 8-1/4% Senior Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by Due 2008 and, at any time and from time to time thereafter, the terms of this Indenture, including without limitation, Section 4.10) Trustee shall authenticate and deliver Notes for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each aggregate principal amount specified in such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. order, in each case upon (d) 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 agentthe Authentication Agent. An authenticating agent Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices. (e) In case a Successor Entity has executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Entity, be exchanged for other Notes executed in the name of the Successor 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 Company Order of the Successor 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 Successor Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Successor 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 integral multiples thereofsuch new name.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $2,200,000,000 of 6.625% Senior Secured Notes due 2032 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 the an aggregate principal amount of $[ ],000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and an Assistant Secretary of the Company in the form of (each an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate Such Authentication 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, whether the Notes are to be authenticatedInitial Notes or Additional Notes or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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 the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent to deal with the Company and Affiliates Assistant Secretary of the Company. The , to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 11.03 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the terms of this Indenture and delivered by the Trustee, will be issuable only the legally valid and binding obligations of the Company, enforceable against the Company in registered form without coupons accordance with their terms, subject to any conditions and qualifications specified in denominations such Opinion of $1,000 and integral multiples thereofCounsel.

Execution and Authentication. Two Officers (a) One member of the Company (who Issuer’s Board of Directors shall have been duly authorized by all requisite corporate actions) shall sign attest to the Notes for the Company Issuer by manual or facsimile signature. . (b) If an Officer a member of the Issuer’s Board of Directors whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. . (c) A Note shall not be valid until an authenticated by the manual signature of the authorized signatory of the Trustee manually signs or the certificate of authentication on the NoteAuthenticating Agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The 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 shall for cancellation as provided for in Section 2.10. (d) Pursuant hereto, the Trustee will or cause the Authenticating Agent to, upon receipt of a written order of the Issuer signed by one duly authorized Director of the Issuer and delivered to the Trustee (an “Authentication Order”), authenticate (i) Initial Notes for original issue on the Issue Date in the form of Fixed Rate Dollar Global Notes or (ii) Fixed Rate Dollar Definitive Registered Notes from time to time issued only in exchange for a like aggregate amount of Fixed Rate Dollar Global Notes or Fixed Rate Dollar Definitive Registered Notes up to an aggregate principal amount of $[ ],000,000 upon a written order of the Company 1,900,000,000, except as provided in the form of an Officers’ Certificate. In additionSection 2.07 and Section 2.12, provided that the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms be entitled to receive an Officer’s Certificate and an Opinion of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Counsel of the Company Issuer in the form connection with such authentication of an Officers’ CertificateNotes. Each such Officers’ Such Officer’s Certificate shall specify the amount of Fixed Rate Dollar Notes to be authenticated and the date on which the original issue of Fixed Rate Dollar Notes are is to be authenticated. The aggregate principal amount of Fixed Rate Dollar Notes outstanding at any time may not exceed $1,900,000,000, except as provided in Section 2.07 and Section 2.12. (e) Pursuant hereto the Trustee will, upon receipt of an Authentication Order, authenticate (i) Initial Notes in the form of Fixed Rate Euro Global Notes or (ii) Fixed Rate Euro Definitive Registered Notes from time to time issued only in exchange for a like aggregate amount of Fixed Rate Euro Global Notes or Fixed Rate Euro Definitive Registered Notes up to an aggregate principal amount of €2,100,000,000 except as provided in Section 2.07 and Section 2.12, provided that the Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel of the Issuer in connection with such authentication of Notes. Such Officer’s Certificate shall specify the amount of Fixed Rate Euro Notes to be authenticated and the date on which the original issue of Fixed Rate Euro Notes is to be authenticated. The aggregate principal amount of Fixed Rate Euro Notes outstanding at any time may not exceed €2,100,000,000 except as provided in Section 2.07 and Section 2.12. (f) Pursuant hereto the Trustee will, upon receipt of an Authentication Order, authenticate (i) Initial Notes in the form of Floating Rate Global Notes or (ii) Floating Rate Definitive Registered Notes from time to time issued only in exchange for a like aggregate amount of Floating Rate Global Notes or Floating Rate Definitive Registered Notes up to an aggregate principal amount of €575,000,000 except as provided in Section 2.07 and Section 2.12, provided that the Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel of the Issuer in connection with such authentication of Notes. Such Officer’s Certificate shall specify the amount of Floating Rate Notes to be authenticated and the date on which the original issue of Floating Rate Notes is to be authenticated. The aggregate principal amount of Floating Rate Notes outstanding at any time may not exceed €575,000,000 except as provided in Section 2.07 and Section 2.12. (g) The Trustee may appoint one or more authentication agents (each, an authenticating agent reasonably “Authenticating Agent”) acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, Such 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 and Affiliates Holders or an Affiliate of the CompanyIssuer. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as Authenticating Agent with respect to the Euro Notes shall be issuable only in registered form without coupons in denominations of $1,000 (the “Euro Notes Authenticating Agent”) and integral multiples thereofDeutsche Bank Trust Company Americas with respect to the Fixed Rate Dollar Notes (the “Dollar Notes Authenticating Agent”).

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $1,550 million of 7.75% Senior Subordinated Notes due 2018 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 the an aggregate principal amount of $[ ],000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and an Assistant Secretary of the Company in the form of (each an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be authenticatedInitial Notes, Additional Notes, Exchange Notes or Private Exchange Notes or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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 the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent to deal with the Company and Affiliates Assistant Secretary of the Company. The , to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 13.05 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the terms of the Indenture and delivered by the Trustee, will be issuable only the legally valid and binding obligations of the Company, enforceable against the Company in registered form without coupons accordance with their terms, subject to any conditions and qualifications specified in denominations such Opinion of $1,000 and integral multiples thereofCounsel.

Execution and Authentication. Two Officers (a) On the Issue Date, the Trustee shall authenticate and make available for delivery upon a written order of PIH signed by one Officer Notes for original issue on the date hereof in an aggregate principal amount of $ 151,000,000. (b) Upon consummation of the Acquisition and Mergers, the Company shall surrender to the Trustee for cancellation, in accordance with the terms of this Indenture, the $151,000,000 aggregate principal amount of Notes executed pursuant to Section 2.03(a), and in lieu thereof, upon execution of the Indenture by the Company and Guarantors, an Officer of the Company shall sign replacement Notes of a like tenor and principal amount for the Company. (who c) The Trustee shall have been duly authorized authenticate and make available for delivery upon a written order of the Company signed by all requisite corporate actionsone Officer (i) replacement Notes for original issue on the date hereof in an aggregate principal amount of $151,000,000, (ii) 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 and (iii) the Exchange Notes for issue in a Registered Exchange Offer or Private Exchange pursuant to a Registration Rights Agreement for a like principal amount of Initial Notes and, if applicable, any Additional Notes. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes, Additional 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 $1,000. (d) One Officer shall sign the Notes for PIH and the Company by manual or facsimile signature. . (e) If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. valid nevertheless. (f) A Note shall not be valid and shall not be entitled to any benefit under this Indenture until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been duly and validly authenticated issued and delivered under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes . (“Additional Notes”g) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an one or more authenticating agent agents 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 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 or agent for service of notices and demands. (h) The Trustee is hereby authorized to deal enter into a letter of representations with the Depository in the form provided by the Company and Affiliates of the Company. The Notes shall be issuable only to act in registered form without coupons in denominations of $1,000 and integral multiples thereofaccordance with such letter.

Execution and Authentication. Two (a) One or more Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. valid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The . (c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of signed by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer of the Company in (the form of an Officers’ Certificate“Company Order”). Each such Officers’ Certificate A Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated. . (d) 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 the Authenticating Agent. (e) In case a Successor Company has the same rights as executed an Agent to deal indenture supplemental hereto with the Company and Affiliates 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 identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Successor Company, 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 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 integral multiples thereofsuch new name.

Execution and Authentication. Two Officers of the Company (who a) The Notes shall have been duly authorized by all requisite corporate actions) shall sign the Notes be signed for the Company by manual or facsimile signaturesignature by the Chairman of the Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Company. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. valid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered under this Indenture. The . (c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited signed by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order one Officer of the Company in the form of an Officers’ Certificate(a “Company Order”). Each such Officers’ Certificate A Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. (d) 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 the Authenticating Agent. (e) In case a Successor Entity has the same rights as executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Entity, be exchanged for other Notes executed in the name of the Successor 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 Company Order of the Successor 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 Successor Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Successor 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 integral multiples thereofsuch new name.

Execution and Authentication. Two The Notes shall be executed on behalf of the Issuers by two Officers of each of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign Issuers or an Officer and the Secretary of each of the Issuers. Such signature may be either manual or facsimile. The Issuers' seals may be impressed, affixed, imprinted or reproduced on the Notes for the Company by manual or and may be in facsimile signatureform. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authentication agent shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount not to exceed $150,000,000 upon receipt of $[ ],000,000 upon a written an authentication order of the Company in the form of an Officers’ ' Certificate; provided that the aggregate principal amount of Notes on the Issue Date shall - -------- not exceed $115,000,000. In addition, the Trustee shall authenticate The aggregate principal amount of Notes (“Additional Notes”) thereafter outstanding at any time may not exceed $150,000,000 except as provided in unlimited amount (so long as not otherwise prohibited by the terms Section 2.07 hereof. Upon receipt of this Indenture, including without limitation, Section 4.10) for original issue upon a written an authentication order of the Company in the form of an Officers’ ' Certificate. Each such Officers’ Certificate , the Trustee shall specify the amount authenticate an additional series of Notes for issuance in exchange for all Notes previously issued pursuant to an exchange offer registered under the Securities Act (a "Registered Exchange") or pursuant to a Private Exchange (as defined in the Registration Rights Agreement). Exchange Notes (as defined in the Registration Rights Agreement) may have such distinctive series designation and "CUSIP" numbers as and such changes in the form thereof as are specified in the Officers' Certificate referred to in the preceding sentence. Exchange Notes issued pursuant to a Registered Exchange shall not bear the Private Placement Legend. The Notes shall be authenticated issuable only in registered form without coupons and the date on which the Notes are to be authenticatedonly in denominations of $1,000 and integral multiples thereof. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by an authorized officer of the appointmentTrustee, an a copy of which shall be furnished to the 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 agent. An authenticating agent has the same rights right as an Agent to deal with the Company and Affiliates Issuers or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofany Issuer.

Execution and Authentication. Two Officers One Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Subsidiary Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 175,000,000 upon a written order of the Company in the form of an Officers’ ' Certificate. Of such Notes issued on the Issue Date, $30,000,000 aggregate principal amount will be issued in exchange for $30,000,000 aggregate principal amount of 10 1/2% Senior Subordinated Notes due 2012 issued pursuant to the Indenture dated as of August 30, 2002, by and among FabriSteel Products Incorporated, the Guarantors set forth therein and CVC Capital Funding, LLC (the "CBO") in accordance with the terms of the Purchase Agreement dated as of August 27, 2002 by and among FabriSteel Products Incorporated, Profile Steel and Wire Inc., the Ferry Cap and Set Screw Company, Specialty Bar Products Company and the CBO. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ ' Certificate. Each such Officers’ ' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof. 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 determine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. Two The Notes shall be executed on behalf of the Company by an Officer and may have the corporate seal of the Company affixed thereto or reproduced thereon and attested by any other Officer. The signature of such Officer on the Notes may be manual, facsimile or pdf. Notes bearing the manual, facsimile or pdf signatures of individuals who were at the time of execution Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Trustee shall authenticate (who i) Notes for original issue on the Issue Date in an aggregate principal amount of $300,000,000, and (ii) any additional Notes issued pursuant to Section 2.15 for original issue after the Issue Date, in each case upon Company Order, which Company Order shall, in the case of any issuance of additional Notes, certify that such issuance is in compliance with Section 2.15. Such Company Order shall have been duly authorized by all requisite corporate actions) shall sign specify the amount of Notes to be authenticated, the date on which the Notes for are to be authenticated, and the Company by manual or facsimile signature. If an Officer whose signature is aggregate principal amount of Notes outstanding on a Note or Note Guaranteethe date of authentication, as and shall further specify the case may be, was an Officer at the time amount of such execution but no longer holds that office at the time the Trustee authenticates the NoteNotes to be issued as Global Notes or Certificated Notes. The Trustee, the Note or Note Guarantee, as the case may bein accordance with any such Company Order, shall nevertheless be validauthenticate and deliver such Notes. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall originally be issuable issued only in registered form without coupons and only in minimum denominations of $1,000 of principal amount and integral multiples thereof.

Execution and Authentication. Two Officers An authorized member of the Company (who shall have been duly authorized by all requisite corporate actions) Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes for on behalf of the Company Issuer by manual manual, electronic or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee (or its authenticating agent) manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes . (a) Original Notes, on the date hereof, for original issue on the Issue Date in the up to an aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes 1,000,000,000 and (“b) Additional Notes”) thereafter in unlimited amount (so long , from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 4.06. The Issuer is permitted to issue Additional Notes as not otherwise prohibited by the terms part of a further issue under this Indenture, including without limitation, Section 4.10from time to time; provided that any Additional Notes may not have the same CUSIP number and/or ISIN (or be represented by the same Global Note or Global Notes) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which as the Notes unless the Additional Notes are to be authenticatedfungible with the Notes for U.S. federal income tax purposes. The Issuer will issue Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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 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 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 and Affiliates Issuer or an Affiliate of the CompanyIssuer. 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 integral multiples thereofdetermine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. Two Officers One Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence and the only evidence, that the Note has been authenticated and delivered under this Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Trustee shall shall, upon a written order of the Company signed by one Officer of the Company (an "AUTHENTICATION ORDER"), authenticate Notes for original issue on the Issue Date in the aggregate principal amount date hereof of $[ ],000,000 upon a written order of 150.0 million. At any time and from time to time after the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms execution of this Indenture, including without limitationthe Trustee shall, Section 4.10) upon receipt of an Authentication Order, authenticate Notes for original issue upon a written order of the Company in the form of an Officers’ Certificateaggregate principal amount specified in such Authentication Order. Each such Officers’ Certificate The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors of the Company in or pursuant to which the terms of the Notes were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate; (b) an Officers' Certificate delivered in accordance with Section 11.04(i) hereof; and (c) an Opinion of Counsel which shall state: (1) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and (2) that all laws and corporate requirements in respect of the execution and delivery by the Company of such Notes have been complied with. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. 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 and Affiliates Holders or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) One Officer shall sign the Notes for the Company by manual or facsimile signature. The Company's seal may be reproduced on the Notes and, if so, may be in facsimile form. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such 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 Exhibit A-1 or Exhibit A-2 hereto. Each Note shall be dated the date of its authentication. The Trustee shall authenticate (i) the Series A Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 100,000,000 (the "Original Notes"), (ii) additional Series A Notes for original issue from time to time after the Issue Date in such principal amounts as may be set forth in a written order of the Company described in this sentence and (iii) the Series B Notes from time to time for issue only in exchange for a like principal amount of Series A Notes, in each case upon a written order of the Company in the form of an Officers’ Certificate. In additionsigned by one Officer, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a which written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify (a) the amount of Notes to be authenticated and the date on which of original issue thereof, (b) whether the Notes are Series A Notes or Series B Notes, and (c) the amount of Notes to be authenticatedissued in global form or definitive form. The aggregate principal amount of Notes outstanding at any time may not exceed $100,000,000 plus such additional principal amounts as may be issued and authenticated pursuant to clause (ii) of this paragraph, except as provided in Section 2.07 hereof. 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 and Affiliates Company, any Guarantor or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $2,200,000,000 of 6.375% Senior Secured Notes due 2029 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 the an aggregate principal amount of $[ ],000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and an Assistant Secretary of the Company in the form of (each an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate Such Authentication 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, whether the Notes are to be authenticatedInitial Notes or Additional Notes or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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 the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent to deal with the Company and Affiliates Assistant Secretary of the Company. The , to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 11.03 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the terms of this Indenture and delivered by the Trustee, will be issuable only the legally valid and binding obligations of the Company, enforceable against the Company in registered form without coupons accordance with their terms, subject to any conditions and qualifications specified in denominations such Opinion of $1,000 and integral multiples thereofCounsel.

Execution and Authentication. Two Officers (a) The Notes shall be executed in the name and on behalf of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign an Officer. Such signatures may be the Notes for manual signature of the Company by manual present or facsimile signatureany future such Officer. If an Officer the Person whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated and delivered, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (b) The Trustee shall authenticate and deliver (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount of not to exceed $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate 1,600.0 million and (ii) Additional Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) from time to time for original issue in aggregate principal amounts specified by the Company, in each case specified in clauses (i) and (ii) above, upon a written order of the Company in the form of an Officers’ CertificateOrder. Each such Officers’ Certificate The Company Order shall specify the principal amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or physical Notes and such other information as the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever include or the Trustee may do so. Each reference reasonably request. (c) In authenticating the Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 11.02) shall be fully protected in relying upon, an Officer’s Certificate, prepared in accordance with Section 15.01 stating that the conditions precedent, if any, provided for in this Indenture have been complied with, and (other than with respect to the authentication of the Initial Notes) an Opinion of Counsel, prepared in accordance with Section 15.01 and substantially in the form set forth below: (i) that such Notes, when authenticated and delivered by the Trustee includes authentication and issued by such agent. An authenticating agent has the same rights as an Agent to deal with the Company in the manner and Affiliates subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company. , enforceable in accordance with their terms, subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general applicability relating to or affecting the enforcement of creditors’ rights, (B) general equitable principles (whether considered in a proceeding in equity or at law) and (C) an implied covenant of good faith and fair dealing; (ii) if applicable, that the supplemental indenture, setting forth the terms of such Notes, when executed and delivered by the Trustee in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general applicability relating to or affecting the enforcement of creditors’ rights, (B) general equitable principles (whether considered in a proceeding in equity or at law) and (C) an implied covenant of good faith and fair dealing; and (iii) that all conditions precedent, if any, provided for in this Indenture in respect of the authentication and delivery by the Company of such Notes have been complied with. (d) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 3.03 if the issue of the Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise. (e) Each Note shall be issuable only dated the date of its authentication. (f) Each Depository designated pursuant to Section 2.01 for a Global Note in registered form without coupons must, at the time of its designation an at all times while it serves as such Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (g) 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 denominations the form of $1,000 Exhibit A hereto duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or the Authenticating Agent, as the case may be, and integral multiples thereofsuch certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. 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 Trustee for cancellation as provided in Section 3.09, 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.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actionsa) An Authorized Officer shall sign the Notes for the Company TFFC by manual or facsimile signature. If an Authorized Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A . (b) At any time and from time to time after the execution and delivery of this Indenture, TFFC may deliver Notes of any particular Series executed by TFFC to the Trustee for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Trustee, in accordance with such Company Order and this Indenture, shall authenticate and deliver such Notes. (c) No Note shall not be entitled to any benefit under this Indenture or be valid until an authorized signatory of the Trustee manually signs the for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the "Luxembourg Agent"), if such Notes are listed on the NoteLuxembourg Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company TFFC to authenticate Notes. Unless otherwise provided in limited by the term 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 TFFC or an Affiliate of TFFC. The Trustee's certificate of authentication shall be in substantially the Company and Affiliates following form: This is one of the CompanyNotes of a series issued under the within mentioned Indenture. The Notes BANKERS TRUST COMPANY, as Trustee By: ------------------------------ Authorized Signature (d) Each Note shall be issuable only dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by TFFC, and TFFC shall deliver such Note to the Trustee for cancellation as provided in registered form without coupons in denominations Section 2.14 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of $1,000 Counsel) stating that such Note has never been issued and integral multiples thereofsold by TFFC, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Execution and Authentication. Two Officers (a) One Officer of the Company (who shall have been duly authorized by all requisite corporate actions) Issuer shall sign the Notes for the Company Issuer by manual or facsimile signature. . (b) If an Officer of the Issuer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. . (c) A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The . (d) Upon an Order of the Issuer signed by one Officer of the Issuer, the Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon 60,000,000, or in the aggregate principal amount of additional Notes as shall be permitted pursuant to Section 2.1(a), as applicable. In authenticating such Notes or additional Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes or additional Notes, the Trustee shall receive, and, subject to Section 6.1, shall be fully protected in relying upon: (i) a written order copy of the Company Board Resolution of the Board of Directors approving the issuance of the Notes or additional Notes, certified by the Secretary or an Assistant Secretary of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect as of the form date of such certificate; (ii) an Officers’ Certificate. In additionCertificate complying with Section 16.6; and (iii) an Opinion of Counsel complying with Section 16.6. (e) Upon an Order of the Issuer signed by two Officers of the Issuer, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by bearing the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes Restrictive Securities Legend to be authenticated and issued to the date on which transferee when sold pursuant to an effective registration statement under the Notes are to be authenticatedSecurities Act as set forth in Section 2.16(c) hereof. (f) The Trustee shall act as the initial authenticating agent. The Thereafter, the Trustee may appoint an authenticating agent reasonably 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuer and Affiliates of the Company. its Affiliates. (g) The Notes shall be issuable only in registered form without interest coupons and only in denominations of $1,000 principal amount and any positive integral multiples multiple thereof.

Execution and Authentication. Two Officers Officers, or an officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of the Company (who shall whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign attest to, the Notes Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, Security was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteSecurity, the Note or Note Guarantee, as Security shall be valid nevertheless. Each Guarantor shall execute a Guarantee in the case may be, shall nevertheless be validmanner set forth in Section 11.07. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteSecurity. The signature shall be conclusive evidence that the Note Security has been authenticated under this Indenture. The Trustee shall authenticate Notes (i) Series A Securities for original issue on the Issue Date in the aggregate principal amount not to exceed $230,000,000, (ii) Series B Securities from time to time only in exchange for a like principal amount of Series A Securities, and (iii) subject to Section 4.04, Additional Securities in the aggregate principal amount not to exceed $[ ],000,000 100,000,000, upon a written order of the Company in the form of an Officers’ ' Certificate. In additionThe Officers' Certificate shall specify the amount of Securities to be authenticated and the date on which the Securities are to be authenticated. The aggregate principal amount of Securities outstanding at any time may not exceed $330,000,000, the Trustee shall authenticate Notes (“Additional Notes”) thereafter except as provided in unlimited amount (so long as not otherwise prohibited by the terms Section 2.07. Upon receipt of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ ' Certificate, the Trustee shall authenticate Securities in substitution for Securities originally issued to reflect any name change of the Company. Each such Officers’ Certificate Any Additional Securities shall specify be part of the amount of Notes to be authenticated and same issue as the Securities being issued on the date hereof and will vote on which all matters as one class with the Notes are Securities being issued on the date hereof, including, without limitation, waivers, amendments, redemptions and offers to be authenticatedpurchase. For the purposes of this Indenture, except for Section 4.04, references to the Securities include Additional Securities, if any. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate NotesSecurities. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes Securities shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiples multiple thereof.

Execution and Authentication. Two Officers of the Company (who a) At least one Officer shall have been duly authorized by all requisite corporate actions) shall sign execute the Notes for on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. . (b) 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 attached hereto by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The . (c) On the Restatement Effective Date, (i) the Original Noteholder shall deliver the Original Definitive Notes to the Trustee for cancellation by the Trustee and exchange into (x) the Initial Series I Notes, which shall authenticate Notes for original issue on the Issue Date initially be in the aggregate principal amount form of $[ ],000,000 Definitive Notes payable to the Original Noteholder and (y) Initial Series II Notes, which shall initially be in the form of one or more Global Notes payable to the Depositary or its nominee and (ii) the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “Authentication Order”), authenticate and deliver the Initial Series I Notes and the Initial Series II Notes. For purposes of the foregoing, Original Definitive Notes in an aggregate principal amount of $550,000,000, consisting of certificate No. RS-1 dated July 10, 2020 in a $200,000,000 principal amount), certificate No. RS-2 dated August 14, 2020 in a $200,000,000 principal amount and $150,000,000 principal amount of certificate No. RS-3 dated September 15, 2020 shall be subdivided into the form Initial Series II Notes, and the remaining $1,650,000,000 aggregate principal amount of an Officers’ CertificateOriginal Definitive Notes shall be subdivided into the Initial Series I Notes. In addition, at any time and from time to time, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indentureshall, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form receipt of an Officers’ Certificate. Each Authentication Order, authenticate and deliver Additional Notes of a Series in an aggregate principal amount specified in such Officers’ Certificate shall specify the amount Authentication Order for such Additional Notes of Notes to be authenticated and the date on which the Notes are to be authenticated. such Series issued hereunder. (d) 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 Holders, the Company and Affiliates or an Affiliate 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) the Initial Series I Notes shall be issuable only in registered form without coupons in denominations an aggregate principal amount of $1,000 1,650,000,000 and integral multiples thereofthe Initial Series II Notes in an aggregate principal amount of $550,000,000, (b) subject to the terms of this Indenture, Additional Notes of any Series and (c) any Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of such Notes is to be authenticated and whether the Notes are to be Initial Series I Notes, Initial Series II Notes, Additional Series I Notes, Additional Series II Notes or other Notes (including, without limitation, any Series II Notes issuable upon any Series I Note Exchange).

Execution and Authentication. Two Officers (a) The Notes shall be executed in the name and on behalf of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign an Officer. Such signatures may be the Notes for manual signature of the Company by manual present or facsimile signatureany future such Officer. If an Officer the Person whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated and delivered, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. . (b) The Trustee shall authenticate and deliver (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount of not to exceed $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate 1,650.0 million and (ii) Additional Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) from time to time for original issue in aggregate principal amounts specified by the Company, in each case specified in clauses (i) and (ii) above, upon a written order of the Company in the form of an Officers’ CertificateOrder. Each such Officers’ Certificate The Company Order shall specify the principal amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global Notes or physical Notes and such other information as the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever include or the Trustee may do so. Each reference reasonably request. (c) In authenticating the Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 11.02) shall be fully protected in relying upon, an Officer’s Certificate, prepared in accordance with Section 15.01 stating that the conditions precedent, if any, provided for in this Indenture have been complied with, and (other than with respect to the authentication of the Initial Notes) an Opinion of Counsel, prepared in accordance with Section 15.01 and substantially in the form set forth below: (i) that such Notes, when authenticated and delivered by the Trustee includes authentication and issued by such agent. An authenticating agent has the same rights as an Agent to deal with the Company in the manner and Affiliates subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company. , enforceable in accordance with their terms, subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general applicability relating to or affecting the enforcement of creditors’ rights, (B) general equitable principles (whether considered in a proceeding in equity or at law) and (C) an implied covenant of good faith and fair dealing; (ii) if applicable, that the supplemental indenture, setting forth the terms of such Notes, when executed and delivered by the Trustee in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general applicability relating to or affecting the enforcement of creditors’ rights, (B) general equitable principles (whether considered in a proceeding in equity or at law) and (C) an implied covenant of good faith and fair dealing; and (iii) that all conditions precedent, if any, provided for in this Indenture in respect of the authentication and delivery by the Company of such Notes have been complied with. (d) The Trustee shall have the right to decline to authenticate and deliver the Notes under this Section 3.03 if the issue of the Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise. (e) Each Note shall be issuable only dated the date of its authentication. (f) Each Depository designated pursuant to Section 2.01 for a Global Note in registered form without coupons must, at the time of its designation an at all times while it serves as such Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. (g) 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 denominations the form of $1,000 Exhibit A hereto duly executed by the Trustee or an Authenticating Agent by manual signature of an authorized signatory of the Trustee or the Authenticating Agent, as the case may be, and integral multiples thereofsuch certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. 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 Trustee for cancellation as provided in Section 3.09, 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.

Execution and Authentication. Two Officers of the Company (who a) At least one Officer shall have been duly authorized by all requisite corporate actions) shall sign execute the Notes for on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. . (b) 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-1 or Exhibit A-2, as applicable, attached hereto by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The Trustee shall authenticate Notes for original issue on . (c) On the Issue Date in Date, the aggregate principal amount Trustee shall, upon receipt of $[ ],000,000 upon a written order of the Company in signed by an Officer (an “Authentication Order”), authenticate and deliver the form of an Officers’ CertificateInitial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder; provided that the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms be entitled to receive an Officer’s Certificate and an Opinion of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Counsel of the Company addressing such matters as the Trustee may reasonably request in the form connection with such authentication of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. Notes. (d) 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 holders, the Company and Affiliates or an Affiliate 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 shall be issuable only for original issue on the Issue Date in registered form without coupons in denominations an aggregate principal amount of $1,000 1,800,000,000, comprised of $900,000,000 aggregate principal amount of 2024 Notes and integral multiples thereof$900,000,000 aggregate principal amount of 2026 Notes, (b) Additional Notes and (c) any other Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount 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, Additional Notes or other Unrestricted Global Notes and other information the Company may determine to include or the Trustee may reasonably request.

Execution and Authentication. Two Officers shall execute the Notes on behalf of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by either manual or facsimile signature. The Guarantors shall execute the Guarantees in the manner set forth in Article X. If an Officer a Person whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Each Note shall be dated the date of its authentication. The Trustee shall authenticate Initial Notes for original issue on the Issue Date in the an aggregate principal amount not to exceed $200.0 million, upon receipt of $[ ],000,000 an Officers’ Certificate. The Trustee shall authenticate PIK Notes from time to time as required pursuant to Section 4.1(b). The Trustee shall authenticate Additional Notes other than PIK Notes (so long as permitted by the terms of this Indenture) for original issue, upon a written order of the Company in the form of an Officers’ CertificateCertificate in an aggregate principal amount as specified in such order (other than as provided in Section 2.7). The Initial Notes and the PIK Notes issued from time to time in respect thereof or in respect of such PIK Notes shall be Series B Notes. Any other Additional Notes issued hereunder shall, upon original issue, be Series A Notes, and any PIK Notes issued in respect thereof or in respect of such PIK Notes shall, upon original issue, be Series A Notes. In addition, on or prior to the date of consummation of a Registered Exchange Offer with respect to any Series A Notes issued hereunder, the Trustee or an authenticating agent shall authenticate Series B Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by to be issued at the terms time of this Indenture, including without limitation, Section 4.10) for original issue consummation of such Registered Exchange Offer upon a written order of the Company in the form receipt of an Officers’ Certificate. Each such Officers’ Certificate shall specify the The aggregate principal amount of Notes to be authenticated and the date on which the Notes are to be authenticatedoutstanding at any time is unlimited. The Trustee may appoint an authenticating agent reasonably acceptable to the Company 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 Such authenticating agent has shall have the same authenticating rights and duties as an Agent to deal the Trustee in any dealings hereunder with the Company and Affiliates or with any Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiples multiple thereof, subject to the payment of PIK Interest, in which case the aggregate principal amount of the Notes may be increased by, or PIK Notes may be issued in, an aggregate principal amount equal to the amount of PIK Interest paid by the Company for the applicable period, rounded up the nearest whole dollar. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more permanent global notes in registered form, substantially in the form set forth in Exhibit A-1 (“Global Security”), deposited with the Trustee, as custodian for the Depository, and shall bear the legend set forth on Exhibit B. The aggregate principal amount of any Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued in the form of certificated notes in registered form set forth in Exhibit A-1 (“Offshore Physical Securities”). Each Additional Note is an additional obligation of the Company and the Guarantors and shall be governed by, and entitled to the benefits of, this Indenture and shall be subject to the terms of this Indenture (including the Guarantees), shall rank pari passu with and be subject to the same terms (including the rate of interest from time to time payable thereon) as all other Notes (except, as the case may be, with respect to the issuance date and aggregate principal amount), and shall have the benefit of any Liens securing Notes.

Execution and Authentication. Two Officers The Notes shall be executed by an Officer or an authorized signatory as identified in an Officers’ Certificate (pursuant to a power of the Company attorney or other similar instrument). The signature of any such Officer (who shall have been duly or authorized by all requisite corporate actionssignatory) shall sign on the Notes for the Company shall be by manual or facsimile signaturesignature in the name and on behalf of the Company. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee or authenticating agent authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee or authenticating agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall or an authenticating agent shall, upon receipt of a Company Order, authenticate (i) Initial Notes for original issue in an unlimited aggregate principal amount, of which $150,000,000 are being issued on the Issue Date Date, (ii) Private Exchange Notes from time to time only in the aggregate exchange for a like principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”, (iii) thereafter Unrestricted Notes from time to time only in unlimited exchange for a like principal amount of Additional Notes, and (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, iv) Additional Notes issued pursuant to Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate2.14. Each such Officers’ Certificate 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, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Definitive Registered Notes or Global Notes or such other information as the Trustee may reasonably request. In addition, with respect to authentication pursuant to clauses (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Issuer shall be accompanied by an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the Trustee stating that the issuance of the Private Exchange Notes or the Unrestricted Notes, as the case may be, does not give rise to an Event of Default, complies with this Indenture and has been duly authorized by the Issuer. The Trustee may appoint an authenticating agent 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 authenticating agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $ 1,000 in principal amount and any integral multiples of $1,000 and integral multiples in excess thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $500 million of 7.50% Senior Subordinated Notes due 2021 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 the an aggregate principal amount of $[ ],000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and an Assistant Secretary of the Company in the form of (each an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate Such order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated, whether the Notes are to be authenticatedInitial Notes, Additional Notes, Exchange Notes or Private Exchange Notes or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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 the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent to deal with the Company and Affiliates Assistant Secretary of the Company. The , to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 13.05 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the terms of the Indenture and delivered by the Trustee, will be issuable only the legally valid and binding obligations of the Company, enforceable against the Company in registered form without coupons accordance with their terms, subject to any conditions and qualifications specified in denominations such Opinion of $1,000 and integral multiples thereofCounsel.

Execution and Authentication. Two Officers of (a) The Chairman, Chief Executive Officer and President and the Company (who shall have been duly authorized by all requisite corporate actions) chief financial officer shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. valid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The . (c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate Notes and make available for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 delivery Notes, upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in (the form of an Officers’ Certificate"Company Order"). Each such Officers’ Certificate A Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is limited to $250,000,000.00. The Trustee or an Authenticating Agent shall upon receipt of a Company Order authenticate for original issue Series A Notes in the aggregate principal amount of $250,000,000 plus any Series B Notes that may be issued pursuant to the Registration Rights Agreement; provided that the Trustee shall receive an Officers' Certificate and an Opinion of Counsel of the Company in connection with such authentication of Notes. The Opinion of Counsel shall be to the effect that: (i) the form and terms of such Notes have been established by or pursuant to a Board Resolution or, if applicable, an indenture supplemental hereto in conformity with the provisions of this Indenture; (ii) such supplemental indenture, if any, when executed and delivered by the Company and the Trustee, will constitute a valid and binding obligation of the Company; (iii) such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company in accordance with their terms and will be entitled to the benefits of this Indenture, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equitable principles; and (iv) that the Company has been duly incorporated in, and is a validly existing corporation in good standing under the laws of, the State of Delaware. (d) 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 Authenticating Agent. (e) In event that the Company: (i) shall be consolidated with or merged into any other Person, or (ii) shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the Surviving Entity resulting from such consolidation, or surviving such merger, or which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article V; then any of the CompanyNotes authenticated or delivered 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 Company 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 integral multiples thereofsuch new name.

Execution and Authentication. Two Officers The Notes shall be executed on behalf of the Company (who by one Officer of the Company and the Guarantees shall have been duly authorized be executed on behalf of the Guarantors by all requisite corporate actions) shall sign one Officer of each of the Guarantors. Such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Notes for the Company by manual or and may be in facsimile signatureform. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on pertaining to the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount of not to exceed $[ ],000,000 upon a written order of the Company 600,000,000, (ii) Additional Notes in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited principal amount (so long as not otherwise prohibited permitted by the terms of this Indenture, including including, without limitation, Section 4.10) and (iii) Exchange Notes (x) in exchange for original issue a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case upon a Company Request. With respect to a Company Request for authentication pursuant to clause (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000. The Company Request directing the authentication and delivery of Notes shall specify whether such Notes shall be issued in the form of an Officers’ CertificateNotes or Global Notes. Each such Officers’ Certificate Such Company Request shall specify the amount amount, series and CUSIP of the Notes to be authenticated and authenticated, the date on which the original issue of the Notes is to be authenticated and whether the Notes are to be authenticatedInitial Notes or Exchange Notes. If the Company Request specifies that the Notes are to be issued in the form of one or more Global Notes, then the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon) and the Trustee shall, in accordance with this Section and such Company Request, authenticate and deliver one or more Global Notes that: (a) shall be registered in the name of the Depository or a nominee of such Depository, (b) shall, at the instruction of the Initial Purchasers, be delivered by the Trustee to the Depository or held by the Trustee as custodian for the Depository, and (c) shall include and bear a legend substantially to the effect that unless and until it is exchanged in whole or in part for Notes, such Global Notes may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. The Depository must, at the time of its designation and at all times when it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 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. Any appointment shall be evidenced by instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall An Officer must sign the Notes for the Company and an Officer or director of each Guarantor must sign such Guarantor's Guarantee, in each case, by manual or facsimile signature. If an Officer or director whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but Guarantee no longer holds that office at the time the Trustee authenticates the Notea Note or Guarantee is authenticated, the Note or Note Guarantee, as the case may be, shall Guarantee will nevertheless be valid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The On the date of this Indenture, the Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount will, upon receipt of $[ ],000,000 upon a written order of the Company signed by two Officers (an "AUTHENTICATION ORDER"), authenticate the Notes for $55.0 million in aggregate principal amount. The Company may issue additional Notes under the form Indenture from time to time after such offering; PROVIDED, HOWEVER, such Notes are assigned a rating of an Officers’ Certificateat least B3 from Moody's and at least B- from Standard & Poor's at the time of issuance. In addition, The Authentication Order or the Trustee Officer's Certificate delivered in connection with any such issuance of additional Notes shall authenticate state that such Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by have been assigned a rating that satisfies this requirement. Any issuance of additional Notes is subject to all of the terms of and provisions set forth in this Indenture. All Notes issued under the Indenture will be treated as a single class for all purposes under the Indenture, including including, without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes waivers, amendments, redemptions and offers to be authenticated and the date on which the Notes are to be authenticatedpurchase. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the 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 and Affiliates Holders or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $2,650,000,000 of 6.375% Senior Subordinated Notes due 2033 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 the an aggregate principal amount of $[ ],000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and an Assistant Secretary of the Company in the form of (each an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate Such Authentication 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, whether the Notes are to be authenticatedInitial Notes or Additional Notes or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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 the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent to deal with the Company and Affiliates Assistant Secretary of the Company. The , to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 13.05 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the terms of this Indenture and delivered by the Trustee, will be issuable only the legally valid and binding obligations of the Company, enforceable against the Company in registered form without coupons accordance with their terms, subject to any conditions and qualifications specified in denominations such Opinion of $1,000 and integral multiples thereofCounsel.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee shall authenticate Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 1,250,000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an Officers’ Certificate. Each such Officers’ Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. (a) Two Officers Officers, one of whom shall be the Chairman of the Company (who shall have been duly authorized by all requisite corporate actions) Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Company, shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. valid nevertheless. (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and delivered under this Indenture. The . (c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes for original issue on the Issue Date in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and either an Assistant Treasurer or an Assistant Secretary of the Company in (the form of an Officers’ Certificate"Company Order"). Each such Officers’ Certificate A Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticated. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is limited to $275,000,000. (d) 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 the Authenticating Agent. (e) In case a Successor Entity has the same rights as executed an Agent to deal indenture supplemental hereto with the Company and Affiliates Trustee pursuant to Article IV, any of the CompanyNotes authenticated or delivered prior to such transaction may, from time to time, at the request of the Successor Entity, be exchanged for other Notes executed in the name of the Successor 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 Company Order of the Successor 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 Successor Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Successor 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 integral multiples thereofsuch new name.

Execution and Authentication. Two Officers The Notes shall be executed on behalf of the Company (who by one Officer of the Company and the Guarantees shall have been duly authorized be executed on behalf of the Guarantors by all requisite corporate actions) shall sign one Officer of each of the Guarantors. Such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Notes for the Company by manual or and may be in facsimile signatureform. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on pertaining to the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The Trustee or an authenticating agent shall authenticate (i) Initial Notes for original issue on the Issue Date in the aggregate principal amount of not to exceed $[ ],000,000 upon a written order of the Company 550,000,000, (ii) Additional Notes in the form of an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited principal amount (so long as not otherwise prohibited permitted by the terms of this Indenture, including including, without limitation, Section 4.10) and (iii) Exchange Notes (x) in exchange for original issue a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case upon a Company Request. With respect to a Company Request for authentication pursuant to clause (ii) or (iii) of the first sentence of this paragraph, the first such written order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee. The Notes shall be issuable only in registered form without coupons and only in denominations of $2,000 and integral multiples of $1,000. The Company Request directing the authentication and delivery of Notes shall specify whether such Notes shall be issued in the form of an Officers’ CertificateNotes or Global Notes. Each such Officers’ Certificate Such Company Request shall specify the amount amount, series and CUSIP of the Notes to be authenticated and authenticated, the date on which the original issue of the Notes is to be authenticated and whether the Notes are to be authenticatedInitial Notes or Exchange Notes. If the Company Request specifies that the Notes are to be issued in the form of one or more Global Notes, then the Company shall execute (and the Guarantors will execute the Guarantees endorsed thereon) and the Trustee shall, in accordance with this Section and such Company Request, authenticate and deliver one or more Global Notes that: (a) shall be registered in the name of the Depository or a nominee of such Depository, (b) shall, at the instruction of the Initial Purchasers, be delivered by the Trustee to the Depository or held by the Trustee as custodian for the Depository, and (c) shall include and bear a legend substantially to the effect that unless and until it is exchanged in whole or in part for Notes, such Global Notes may not be transferred except as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any such nominee to a successor Depository or a nominee of such successor Depository. The Depository must, at the time of its designation and at all times when it serves as Depository, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. 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. Any appointment shall be evidenced by instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights right as an Agent to deal with the Company and Affiliates or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof.

Execution and Authentication. Two Officers One Officer of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile electronic signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note or Note Guarantee, as the case may be, shall nevertheless be valid. A Note shall not be valid until an authorized signatory authenticated by the manual or electronic signature of the Trustee manually signs the certificate of authentication on the Noteor its agent. The Such signature shall be conclusive evidence and the only evidence, that the Note has been authenticated and delivered under this Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Trustee shall or its agent shall, upon a written order of the Company signed by one Officer of the Company (an “Authentication Order”), authenticate Notes for original issue on the Issue Date date hereof in the aggregate principal amount of $[ ],000,000 upon a written order of the Company in the form of an Officers’ Certificate. In addition650,000,000, and, at any time and from time to time thereafter, the Trustee shall or its agent shall, pursuant to an Authentication Order, authenticate Additional Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon in an aggregate principal amount specified in such Authentication Order and Exchange Notes or Private Exchange Notes for issue only in a written order Registered Exchange Offer or a Private Exchange, respectively, pursuant to the Registration Rights Agreement, for a like principal amount of the Company in the form of an Officers’ CertificateInitial Notes. Each such Officers’ Certificate The Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether such Notes are to be Initial Notes, Additional Notes, Exchange Notes or Private Exchange Notes, and in the case of an issuance of Additional Notes pursuant to Section 2.16 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09 and Section 4.12. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon: (A) a copy of the resolution or resolutions of the Board of Directors of the Company in or pursuant to which the terms of the Notes were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate; (B) an Officers’ Certificate delivered in accordance with Section 13.04(i) hereof; and (C) an Opinion of Counsel delivered in accordance with Section 13.04(ii) hereof and which shall also state: (1) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and (2) that all laws and corporate requirements in respect of the execution and delivery by the Company of such Notes have been complied with. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. 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 and protections as an Agent to deal with Holders, the Company and Affiliates and/or an Affiliate of the Company. As of the Issue Date, the Trustee has appointed The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofHuntington National Bank to act as authenticating agent.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for on behalf of the Company by manual manual, electronic or facsimile signature. If an Officer of the Company whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the NoteNotes are authenticated, the Note or Note Guarantee, as the case may be, Notes shall nevertheless be validvalid nevertheless. A Note The Notes shall not be entitled to any benefit under this Indenture or the related Guarantees or be valid or obligatory for any purpose until authenticated by the manual or electronic signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Trustee, which signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Notwithstanding the foregoing, if any Note has been authenticated and delivered hereunder but never issued and sold by the Company, and the Company delivers such Note to the Trustee for cancellation as provided in Section 2.12, together with a Company Order (which need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Company, 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 or the related Guarantees. The Trustee shall shall, upon receipt of a Company Order, authenticate Notes for original issue and deliver (1) on the Issue Date in the Date, an aggregate principal amount of $[ ],000,000 upon a written order 300,000,000 of the Company Company’s 8.250% Senior Notes due 2028, (2) any Additional Notes for an original issue in an aggregate principal amount specified in the form of an Officers’ Certificate. In additionCompany Order pursuant to Section 2.04 and (3) in connection with any Automatic Exchange pursuant to Section 2.03(c)(vi) hereof, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as Global Note that is not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Transfer Restricted Note. Such Company in the form of an Officers’ Certificate. Each such Officers’ Certificate Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes are is to be authenticatedauthenticated and, in the case of any issuance of Additional Notes pursuant to Section 2.18, shall certify that such issuance is in compliance with Section 4.02. Each Note shall be dated the date of its authentication. The Trustee may appoint an authenticating agent reasonably acceptable to the Company 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 the Company and Affiliates Company, any Guarantor or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereofCompany or any Guarantor.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) An Officer shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as shall be valid nevertheless and the case may be, Company shall nevertheless be validbound by the terms of the Note and this Indenture. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The , but such signature shall be conclusive evidence that the Note has been authenticated pursuant to the terms of this Indenture. The Guarantor shall endorse all Notes issued by the Company under this Indenture. The Trustee shall authenticate Series A Notes for original issue on the Issue Date in the aggregate principal amount of up to one hundred sixty million dollars ($[ ],000,000 160,000,000) and shall authenticate Series B Notes for original issue in the aggregate principal amount of up to one hundred sixty million dollars ($160,000,000), in each case upon a written order of the Company in the form of an Officers’ Certificate' Certificate complying with TIA Section 313(c); provided, however, that Series B Notes shall be issuable only upon the valid surrender for cancellation of original Notes of a like aggregate principal amount in accordance with the Registration Rights Agreement. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order of the Company in the form of an The Officers’ Certificate. Each such Officers’ ' Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed one hundred sixty million dollars ($160,000,000), except as provided in Section 2.7. Upon the written order of the Company in the form of an Officers' Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Company. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates Company, any Affiliate of the CompanyCompany or any of their respective Subsidiaries. The Notes shall be issuable only in registered form without coupons in denominations of one thousand dollars ($1,000 1,000) and any integral multiples multiple thereof.

Execution and Authentication. Two Officers of the Company (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note or Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note or Note Guarantee, as the case may be, shall nevertheless be validvalid nevertheless. A Note shall not be valid until an authorized signatory of the Trustee manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee shall authenticate and deliver $1,200,000,000 of 6.125% Senior Subordinated Notes due 2034 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 the an aggregate principal amount of $[ ],000,000 specified in such order, in each case upon a written order of the Company in the form of signed by two Officers or by an Officers’ Certificate. In addition, the Trustee shall authenticate Notes (“Additional Notes”) thereafter in unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including without limitation, Section 4.10) for original issue upon a written order Officer and an Assistant Secretary of the Company in the form of (each an Officers’ Certificate“Authentication Order”). Each such Officers’ Certificate Such Authentication 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, whether the Notes are to be authenticatedInitial Notes or Additional Notes or such other information as the Trustee shall reasonably request and, in the case of an issuance of Additional Notes pursuant to Section 2.14 after the Issue Date, shall certify that such issuance is in compliance with Section 4.09. The Notes shall be issued only in registered form, without coupons and only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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 the Registrar or any Paying Agent or agent for service of notices and demands. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Agent to deal with the Company and Affiliates Assistant Secretary of the Company. The , to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 13.05 hereof; and (d) an Opinion of Counsel which shall state that the Notes have been duly authorized by all necessary corporate action of the Company and, when executed, issued and authenticated in accordance with the terms of this Indenture and delivered by the Trustee, will be issuable only the legally valid and binding obligations of the Company, enforceable against the Company in registered form without coupons accordance with their terms, subject to any conditions and qualifications specified in denominations such Opinion of $1,000 and integral multiples thereofCounsel.