Common use of Execution and Authentication Clause in Contracts

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

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in an initial aggregate principal amount of up to $55.0 million upon one or more Company Orders and an Opinion of Counsel. In addition, the Issue Date in Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 55.0 million specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under this Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under this Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers One Officer, who shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) , shall sign the Notes for the Company Issuer by manual manual, facsimile or facsimile electronic image scan signature. If an the Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. . (i) The Trustee shall initially authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed of $300,000,000, or 660,000,000 and (ii) Unrestricted the Trustee shall thereafter authenticate (x) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue in aggregate principal amounts specified by the Issuer and (y) Exchange Notes from time to time only for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) and (ii) above, upon a written order of the Company Issuer in the form of an Officers' CertificateOfficer’s Certificate of the Issuer; provided, however, that if the Additional Notes of a series are not fungible with the Initial Notes of such series for United States federal income tax purposes, the Additional Notes will have a separate CUSIP, ISIN or other similar identification number than the Initial Notes. Each such written order shall specify the principal amount of such Notes to be authenticated and the date on which the such Notes are to be authenticated. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee may reasonably request. Additional Notes may for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes deemed never to be have been authenticated and delivered hereunder and shall never be entitled to the date on which the original issue benefits of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9this Indenture. The Trustee may appoint an one or more authenticating agent acceptable to agents with the Company consent of the Issuer to authenticate the Notes, and the Trustee may enter into an appropriate agency agreement with any such authentication agent not a party to this Indenture. Unless otherwise provided in the appointment, an authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an Affiliateauthenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 2,000 and any integral multiple thereofmultiples of $1,000 in excess of $2,000.

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

Execution and Authentication. Two Officers The Notes and the Trustee's certificate of authentication shall sign (be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of whom shallthe Guarantors endorsed thereon substantially in the form of Exhibit C hereto. The terms and provisions contained in the Notes annexed hereto as Exhibits A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each caseof the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, have been duly authorized by all requisite corporate actions) as custodian for the Depository, as hereinafter provided. One Officer shall execute the Notes for the Company Company, and the Note Guarantees for the Guarantors, by manual or facsimile signature. If an Officer whose signature is on a Note or a 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 shall nevertheless be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretovalid. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case 350,000,000 upon a written order of the Company in the form of an Officers' CertificateCertificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes authenticated 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 The aggregate principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andoutstanding at any time may not exceed $350,000,000, except as provided 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 4.93.06. 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 or an Affiliateand Affiliates of the Company. The Notes shall be issuable only in fully registered form only, without coupons coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers (a) One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. (b) The Initial Notes may forthwith be executed by the Company and delivered to the Trustee for authentication and delivery by the Trustee for original issue upon a Company Order in accordance with the provisions of Section 303 of the Base Indenture. (c) At any time and from time to time after the issuance of the Initial Notes, the Trustee shall authenticate and deliver any Additional Notes for original issue without limit as to the aggregate principal amount thereof, subject to compliance with Section 4.07, in accordance with the provisions of Section 103 and Section 303 of the Base Indenture in an aggregate principal amount determined at the time of issuance and specified in a Company Order. Such Company Order shall specify the principal amount of the Additional Notes to be authenticated and the date on which the original issue of such Additional Notes is to be authenticated. (d) Upon receipt of a Company Order, the Trustee shall authenticate for original issue (i) Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $500,000,000 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. (e) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (f) A Note shall not be valid until authenticated by the manual signature of the Trustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The form of Trustee's certificate of authentication to be borne by the Notes A Note shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and dated 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. its authentication. (g) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. Affiliate of the Company. (h) 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 Section 1.06, Section 1.11, Section 3.06, Section 4.11(h), Section 4.17(c) and Section 8.05 and Section 306 of $1,000 and any integral multiple thereofthe Base Indenture.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in an aggregate principal amount of up to $35,000,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Issue Date in Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 35,000,000 specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of Outstanding Subordinated Notes at any time may not exceed the Company amount set forth in the form of an Officers' Certificateforegoing sentence, except as provided in Section 2.09. Each such written order shall specify the amount of The Subordinated 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 will be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers An Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signaturesignature attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Typographic and other minor errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial and make available for delivery Notes that are 6 1/2% Senior Notes due 2014 for original issue on in the Issue Date in an aggregate principal amount not of $1,000,000,000 (or up to exceed $300,000,000, or (ii1,100,000,000 to the extent the Initial Purchasers exercise their over-allotment option) Unrestricted Notes from time to time only in exchange for a like principal amount upon receipt of Initial Notes, in each case upon a written order or orders of the Company in signed by an Officer of the form of an Officers' CertificateCompany (a “Company Order”). Each such written order The Company Order shall specify the amount of Notes to be authenticated authenticated, shall provide that all such Notes will be represented by a Global Note 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 each original issue of Notes is to be authenticated and, authenticated. The initial aggregate principal amount of Notes outstanding at any time may not exceed $1,000,000,000 (or $1,100,000,000 to the extent the Initial Purchasers exercise their over-allotment option) except as provided in Section 2.07 and except as provided in the case next succeeding paragraph. The Company may, without the consent of an issuance any holders 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 reopen the Notes and issue additional Notes hereunder with the same terms and with the same CUSIP number as the Notes initially issued hereunder in an unlimited aggregate principal amount, which will form the same series with the Notes initially issued hereunder so long as such issuance will not be prohibited by Section 4.9additional Notes are fungible with the Notes initially issued hereunder for U.S. federal income tax purposes. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has shall have the same rights as an Agent to deal with the Company or an AffiliateAffiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.

Execution and Authentication. Two Officers shall sign (each of whom a) The Notes shall, in each caseupon issue pursuant to Section 2.2, have been duly authorized be executed on behalf of the Issuer by all requisite corporate actions) 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 no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note 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. 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 be entitled to any benefit under the Indenture or be valid nevertheless. A for any purpose unless there appears on such Note shall not be valid until authenticated a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of the Trusteea Responsible Officer. 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 the Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Indenture Trustee may appoint an authenticating agent 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 same rights as an Agent to deal with the Company or an Affiliate. The Notes Indenture Trustee’s certificate of authentication shall be issuable only in registered form without coupons substantially the following form: This is one of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be 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 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 any integral multiple 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 shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual manual, “.pdf”, facsimile or facsimile other electronically transmitted signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of a Responsible Officer of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form 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 on the Issue Date, Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000500,000,000 (the “Initial Notes”), or (ii) Unrestricted Additional Notes from time to time only in an unlimited amount (so long as not otherwise prohibited by the terms of this Indenture, including, without limitation, Section 4.9), (iii) Exchange Notes or private exchange notes (x) in exchange for a like principal amount of Initial Notes or (y) in exchange for a like principal amount of Additional Notes, in each case 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 written order 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 Notes, Exchange Notes, private exchange notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical certificated Notes or Global Notes and or 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 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 or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers The Trustee shall, upon receipt of an Opinion of Counsel, authenticate and make available for delivery upon a written order of the Issuers (in the form of an Officer’s Certificate complying with the requirements of Section 13.04 and 13.05 herein) signed by one Officer of each of the Issuers (a) Initial Notes for original issue on the date hereof in an aggregate principal amount of $[ ], (b) in connection with any PIK Payment, PIK Notes (or increase in the principal amount of any Global Note as a result of a PIK Payment) in an aggregate principal amount to be determined at the time of issuance and specified therein for such PIK Notes (or increases in the principal amount of any Global Notes in connection with a PIK Payment) and (c) subject to the terms of this Indenture, Additional Notes in an aggregate principal amount to be determined at the time of issuance and specified therein. Such order shall specify the amount of separate Note certificates to be authenticated, the principal amount of each of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, PIK Notes or Additional Notes, the registered holder of each of the Notes and delivery instructions. Notwithstanding anything to the contrary in this Indenture or Appendix A, any issuance of Additional Notes after the Issue Date shall be in a principal amount of at least $1.00 and integral multiples of $1.00 in excess thereof; provided, further, that PIK Notes may be issued in minimum denominations of $1.00 and integral multiples of $1.00, and any increase in the principal amount of Notes as a result of a PIK Payment which may be in integral multiples of $1.00. One Officer from each Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuers by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may appoint one or more authenticating agents reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securitiesacceptable to the Issuers to authenticate the Notes. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes appointment shall be issued as Initial Notes or Unrestricted Notesevidenced by an instrument signed by a Trust Officer, a copy of which shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable furnished to the Company to authenticate NotesIssuers. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations agent for service of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Two One or more Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of the TrusteeTrustee or an authenticating agent. The manual signature of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The form Notes may contain such notations, legends or endorsements required by law, stock exchange rule or usage, but which shall not affect the rights, duties or immunities of the 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 at any time, and from time to time, authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only provided in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' CertificateOrder. Each such written order Such Company Order shall specify the amount of Notes to be authenticated and authenticated, 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 andauthenticated, the number of separate Notes to be authenticated, the registered Holder of each Note and delivery instructions. Each Note shall 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 Notes of any Series Outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the case of an issuance of Additional Notes Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.17 after 2.02, except as provided in Section 2.09. Prior to the first issuance of Notes of any Series, the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of the Notes of that Series or of Notes within that Series and the terms of the Notes of that Series or of Notes within that Series, (b) an Officer’s Certificate with respect to both the issuance and authentication of such Notes, and (c) other than with respect to Notes issued on the Original Issue Date, whether an Opinion of Counsel with respect to both the issuance and authentication of such Additional Notes which shall also state: (i) 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; (ii) that the Guarantees relating to such Notes constitute valid and legally binding obligations of the Guarantors, 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; (iii) that this Indenture and any such supplemental indenture constitute valid and legally binding obligations of the Company and the Guarantors, 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 (iv) all conditions precedent, if any, in connection with the execution of such supplemental indenture have been satisfied. The Trustee shall have the right to decline to authenticate and deliver any Notes of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be issued as Initial taken; (b) if the Trustee shall determine that such action would expose the Trustee to personal liability to Holders of any then Outstanding Series of Notes or Unrestricted otherwise exposes the Trustee to liability hereunder or under any Series of Notes; or (c) if the issue of such Notes will adversely affect the Trustee’s own rights, shall certify duties or immunities under the Notes and this Indenture or otherwise in a manner that such issuance will is not be prohibited by Section 4.9reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers An Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form At any time and from time to time after the execution and delivery of Trustee's certificate of authentication to be borne by this Indenture, the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate and make available for delivery: (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 of a series for original issue on the Issue Date therefor in an aggregate principal amount not to exceed $300,000,000, or specified in the applicable Authentication Order and (ii2) Unrestricted any Additional Notes of such series for original issue from time to time only after the initial Issue Date for such series in exchange for a like such principal amount of Initial Notesamounts as set forth in Section 2.14, in each case upon a written order of the Company in signed by two Officers of the form of Company (an Officers' Certificate“Authentication Order”). Each such written order Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes 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 principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andauthenticated. Notwithstanding anything to the contrary contained herein, in the case Company may from time to time, without notice to or consent of an issuance the Holders, issue such additional principal amounts of Additional Notes as may be issued and authenticated pursuant to clause (2) of this paragraph, and Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.17 after the Issue Date2.06, whether such Additional Notes shall be issued as Initial Notes Section 2.08, Section 2.09 , Section 3.06 or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.99.04. 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 Trustee pursuant to Article 5, any of the Notes authenticated or an Affiliate. The 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 any integral multiple thereof.such

Execution and Authentication. Two Officers of each of Consoltex Group and Consoltex USA shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) 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 no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form Trustee shall, upon a written order of Trustee's certificate the Issuers signed by two Officers of authentication to be borne by the each of Consoltex Group and Consoltex USA, authenticate Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000up to US$118,110,000, or (ii) Unrestricted plus any additional Notes from time to time only issued in exchange for a like principal amount payment of Initial interest permitted by the provisions of the Notes. As provided in paragraph 1 of the Notes, in 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 case Interest Payment Date, the Issuers shall execute and the Trustee shall authenticate and deliver, 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 written order shall specify principal amount equal to the amount of Notes interest to be authenticated and paid through the date on which the Notes are issuance of such additional Notes, for original issuance 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 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 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 authenticated and paid through the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional such additional Notes, for original issuance to each Holder of the Notes pursuant to Section 2.17 after on the Issue preceding Record Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited shown by Section 4.9the records of the Registrar. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuers or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Issuers.

Execution and Authentication. Two Officers An Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signaturesignature and may be imprinted or otherwise reproduced. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate . (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed of $300,000,000350,000,000, or (ii2) Unrestricted any Additional Notes for original issue from time to time after the Issue Date in such principal amounts as set forth in Section 2.15 and (3) any Exchange Notes for issue only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in signed by two Officers of the form of an Officers' CertificateCompany (a “Company Order”). Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andand whether the Notes are to be Initial Notes or Exchange Notes. The aggregate principal amount of Initial Notes (other than Additional Notes) which may be authenticated and delivered under this Indenture is limited to $350,000,000. Additionally, in the case Company may from time to time, without notice to or consent of an issuance the Holders, issue such additional principal amounts of Additional Notes as may be issued and authenticated pursuant to clause (2) of this paragraph, and Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of the same class pursuant to Section 2.17 after 2.6, Section 2.9, Section 2.10, Section 3.6, Section 9.5 and except for transactions similar to the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9Registered Exchange Offer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has In case the same rights Company, pursuant to Article V, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an Agent entirety to deal any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto (if not otherwise a party to the Indenture) with the Trustee pursuant to Article V, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company or an AffiliateOrder of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. The If Notes shall at any time be issuable only authenticated and delivered in registered form any new name of a successor Person (if other than the Company) pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person (if other than the Company), at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The form At any time and from time to time after the execution and delivery of Trustee's certificate of authentication to be borne this Supplemental Indenture, the Issuers may deliver Notes executed by the Notes shall be substantially as set forth in Exhibits A Issuers to the Trustee for authentication; and B hereto. The the Trustee shall authenticate and deliver (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in the Issue Date in an aggregate principal amount not to exceed of $300,000,000750,000,000, or (ii) Unrestricted Additional Notes from time to time only for original issue in aggregate principal amount specified by the Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form Issuers signed by an Officer of each Issuer (an Officers' Certificate“Authentication Order”). Each such written order Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the such Notes are to be Initial Notes, Additional Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Notes one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the The aggregate principal amount of the Notes to which may be authenticated and the date on which the original issue of Notes delivered under this Supplemental Indenture is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after unlimited. On the Issue Date, whether such Additional the Issuers will issue Initial Notes in $750,000,000 aggregate principal amount in the form of one or more Rule 144A Global Notes and/or one or more Regulation S Global Notes, as provided in Section 2.01(c). Any Notes offered and sold in reliance on the exemption from registration under the Securities Act provided by Section 4(a)(2) thereunder or Rule 144A shall be issued as Initial one or more Rule 144A Global Notes. Any Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued as one or Unrestricted more Regulation S Global Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company 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 Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Issuers.

Execution and Authentication. Two Officers (a) One Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. (b) An authorized signer of the Trustee shall, upon a written order of the Company signed by an Officer of the Company (an “Authentication Order”) delivered to the Trustee from time to time, authenticate and deliver (i) 2020 Notes for original issue without limit as to the aggregate principal amount thereof, of which $1,000,000,000 will be issued on the Issue Date, (ii) 2021 Notes for original issue without limit as to the aggregate principal amount thereof, of which $1,750,000,000 will be issued on the Issue Date, and (ii) 2024 Notes for original issue without limit as to the aggregate principal amount thereof, of which $2,250,000,000 will be issued on Issue Date. The aggregate principal amount of any series of Notes which may be authenticated and delivered under this Indenture is unlimited. (c) Upon receipt of an Authentication Order, an authorized signer of the Trustee shall authenticate for original issue Exchange Notes in exchange for Initial Notes in an aggregate principal amount not to exceed $1,000,000,000 (in the case of Exchange Notes representing 2020 Notes), $1,750,000,000 (in the case of Exchange Notes representing the 2021 Notes) and $2,250,000,000 (in the case of Exchange Notes representing 2024 Notes) or Exchange Notes of a series in exchange for Additional Notes of such series; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes issued on the date hereof or Additional Notes, as the case may be, of the same series and of a like aggregate principal amount in accordance with an Exchange Offer pursuant to an applicable Registration Rights Agreement. (d) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (e) A Note shall not be valid until authenticated by the manual signature of the Trustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. 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 . (if) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate NotesNotes of a series. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes of such series whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers shall At least one Officer must sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual manual, electronic or facsimile fascimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until authenticated by the manual or electronic signature of the Trustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original Company may issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes additional notes under this Indenture from time to time only in exchange after the Issue Date. Any issuance of Additional Notes shall be subject to all of the covenants described under Article 4 of this Indenture, including Section 4.09 hereof. The Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided, however if the Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such Additional Notes will have a like principal amount separate CUSIP, ISIN or other identifying number. The Trustee will, upon receipt of Initial Notes, in each case upon a written order of the Company in the form of signed by an Officers' CertificateOfficer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. Each such written order shall specify the The aggregate principal amount of Notes to be authenticated and outstanding at any time may not exceed the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the aggregate principal amount of Notes authorized for issuance by 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 Company pursuant to one or more Authentication Orders, except as provided in Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.92.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an initial aggregate principal amount of up to $40,000,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an initial aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 40,000,000 specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers shall sign (each One Responsible Officer of whom shall, in each case, have been or one Person duly authorized by all requisite corporate actions) actions by the Issuer shall sign the Notes for the Company Issuer by manual or facsimile signature. If an a Responsible Officer whose signature is on a Note was a Responsible Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form Except as otherwise provided herein, the aggregate principal amount of Trustee's certificate of authentication to Notes which may be borne by the Notes shall be substantially as set forth outstanding at any time under this Indenture is not limited in Exhibits A and B heretoamount. The Trustee shall authenticate such Notes, which shall consist of (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Closing Date in an aggregate principal amount not to exceed $300,000,000, or 400,000,000 and (ii) Unrestricted Additional Notes from time to time only in exchange for a like principal amount of Initial Notesissuance after the Closing Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof), in each case upon a written order of the Company in the form receipt of an Officers' CertificateIssuer Order. Each such written order Additional Notes will be treated the same as the Initial Notes for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Issuer Order shall specify the aggregate principal amount of Notes to be authenticated and authenticated, the 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 Initial Notes or Unrestricted Additional Notes and whether or not the Notes are to be issued as Physical Notes shall bear the Private Placement Legend, or Global Notes and such other information as the Trustee may reasonably request. Additional In authenticating the Notes may 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. Upon receipt of an Issuer Order, the Trustee shall authenticate Notes in substitution for Notes originally 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 to reflect any name change of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9Issuer. The Trustee may appoint an authenticating agent (“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 agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company or an AffiliateIssuer and Affiliates of the Issuer. The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof.

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

Execution and Authentication. Two Officers An Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form At any time and from time to time after the execution and delivery of Trustee's certificate of authentication to be borne by this Indenture, the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate and make available for delivery: (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 of a series for original issue on the Issue Date therefor in an aggregate principal amount not to exceed $300,000,000, or specified in the applicable Authentication Order and (ii2) Unrestricted any Additional Notes of such series for original issue from time to time only after the initial Issue Date for such series in exchange for a like such principal amount of Initial Notesamounts as set forth in Section 2.14, in each case upon a written order of the Company in signed by two Officers of the form of Company (an Officers' Certificate“Authentication Order”). Each such written order Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes 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 principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andauthenticated. Notwithstanding anything to the contrary contained herein, in the case Company may from time to time, without notice to or consent of an issuance the Holders, issue such additional principal amounts of Additional Notes as may be issued and authenticated pursuant to clause (2) of this paragraph, and Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.17 after the Issue Date2.6, whether such Additional Notes shall be issued as Initial Notes Section 2.8, Section 2.9, Section 3.6 or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.99.5. 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 Trustee pursuant to Article V, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon 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 any integral multiple 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 The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Officer, under its corporate seal impressed or reproduced thereon. The signature of the Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time of the Trustee authenticates execution of the NoteNotes the proper 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 authentication of such Notes. No Note shall be valid nevertheless. A Note shall not entitled to any benefit under this Indenture or be valid until authenticated or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of the Trustee. The signature an authorized officer or other representative, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated and delivered hereunder. The Company may, subject to Article 4 and the terms of this Indenture and applicable law, issue Additional Notes under this Indenture. The form Trustee will, upon receipt of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in signed by at least one Officer (an "AUTHENTICATION ORDER"), authenticate Additional Notes for original issue that may be validly issued under this Indenture from time to time to represent interest and automatically deemed interest paid pursuant to paragraph 1 of the form of an Officers' CertificateNotes. Each such written order shall specify the The aggregate principal amount of Notes to be authenticated and outstanding at any time may not exceed the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the aggregate principal amount of Notes authorized for issuance by 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 Company pursuant to Section 2.17 after the Issue Dateone or more Authentication Orders, whether such Additional Notes shall be issued except as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an AffiliateSection 2.07 hereof. The Notes shall be issuable issued only in registered form without coupons in denominations of $1,000 and any integral multiple thereofcoupons.

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by its Chairman of the Board, one of its Vice Chairmen, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any such officer on the Notes may be manual or facsimile signaturefacsimile. If an Officer of the Company whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid. Only such Notes as shall bear thereon a certificate of authentication substantially in the form set forth in Exhibit A hereto, manually executed by the Trustee, shall be entitled to the benefits of this Indenture or be valid neverthelessor obligatory for any purpose. A Note shall not be valid until authenticated Such certificate of authentication executed by the manual signature of Trustee upon any Note executed by the Trustee. The signature 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 form of Trustee's certificate of authentication to be borne , 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 be substantially authenticate and deliver such Notes as set forth provided in Exhibits A and B heretothis Indenture. The Trustee shall authenticate (i) Initial Original Notes that are 6 1/2% Senior Notes due 2014 for original issue on in the Issue Date in an aggregate principal amount not to exceed $300,000,000310,000,000, or and (ii) Unrestricted 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 time, for issue only in exchange for a like principal amount of Initial Original Notes or (y) in the Private Exchange, for issue only in exchange for a like principal amount of Original Notes, in each case case, upon a written order of the Company in the form of an Officers' Certificate. Each such written order 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 Initial Original Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and such other information Notes. Except as contemplated by Section 2.07 hereof, the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the aggregate principal amount of Notes outstanding at any time may not exceed $310,000,000. Notwithstanding the foregoing, all Notes to be authenticated issued under this Indenture shall vote and the date consent together on which the original issue all matter as one class and no series of Notes is will have the right to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional vote or consent as a separate class on any matter. The Notes shall be issued as Initial Notes or Unrestricted Notesissuable in fully registered form only, shall certify that such issuance will not be prohibited by Section 4.9without 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 or an AffiliateAffiliate 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 any integral multiple thereofthis Indenture.

Execution and Authentication. Two Officers An Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. The form At any time and from time to time after the execution and delivery of Trustee's certificate of authentication to be borne by this Indenture, the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate and make available for delivery: (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 of a series for original issue on the Issue Date therefor in an aggregate principal amount not to exceed $300,000,000, or specified in the applicable Authentication Order and (ii2) Unrestricted any Additional Notes of such series for original issue from time to time only after the initial Issue Date for such series in exchange for a like such principal amount of Initial Notesamounts as set forth in Section 2.14, in each case upon a written order of the Company in signed by two Officers of the form of Company (an Officers' Certificate“Authentication Order”). Each such written order Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes 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 principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andauthenticated. Notwithstanding anything to the contrary contained herein, in the case Company may from time to time, without notice to or consent of an issuance the Holders, issue such additional principal amounts of Additional Notes as may be issued and authenticated pursuant to clause (2) of this paragraph, and Notes authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Notes of the same series pursuant to Section 2.17 after the Issue Date2.6, whether such Additional Notes shall be issued as Initial Notes Section 2.8, Section 2.9, Section 3.6 or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.99.5. 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 Trustee pursuant to Article V, any of the Notes authenticated or an Affiliatedelivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon 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 any integral multiple 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 The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by two Officers of the Company or an Officer and the Secretary of the Company. Such signature may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence evidence, and the only evidence, that the Note has been authenticated under this Indenture. The form of Trustee's certificate of Trustee or an authentication to be borne by agent (the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee "Authenticating Agent") shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue (a) on the Issue Date date of this Indenture in an the aggregate principal amount not to exceed $300,000,000, or 200,000,000 and (ii) Unrestricted Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes, in each case upon a written order orders of the Company in the form of an Officers' CertificateCertificate (an "Authentication Order"). Each Subject to compliance with Section 4.10, the Trustee may authenticate Notes thereafter for issuance upon an Authentication Order in an aggregate principal amount as specified by such written order Authentication Order ("Additional Notes") and, if Additional Notes are issued as Initial Notes, may authenticate Exchange Notes from time to time for issue only in exchange for a like principal amount of such Initial Notes, in each case upon receipt of an Authentication Order. Any Authentication Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Initial Notes or Global Notes Exchange 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 further specify the amount of the such Notes to be authenticated and issued as the date on which the original issue Global Note or Certificated Notes. The aggregate principal amount of Notes is to be authenticated andoutstanding at any time may not exceed such amount except as provided in Section 2.07. Notwithstanding the foregoing, in the case of an issuance of all Notes issued under this Indenture, including any 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 vote and consent together on all matters (as to which any of such issuance Notes may vote or consent) as one class and no series of Notes will not be prohibited by Section 4.9have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the appointment, an authenticating agent Company. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with the Company or an Affiliateand Affiliates of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple multiples thereof.

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual its Chief Executive Officer, Chief Financial Officer, President, any Vice President, Treasurer or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of the TrusteeAssistant Treasurer. The signature shall of any of these officers on the Notes may be conclusive evidence that manual or facsimile. At any time and from time to time after the Note has been authenticated under execution and delivery of this Indenture. The form of Trustee's certificate of authentication to be borne , the Company may deliver Notes executed by the Notes shall be substantially as set forth in Exhibits A Company to the Trustee for authentication; and B hereto. The the Trustee shall authenticate and deliver (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in the Issue Date in an aggregate principal amount not to exceed $300,000,000190,000,000, or (ii) Unrestricted additional Notes ("Additional Notes") from time to time only for original issue in aggregate principal amounts specified by the Company and (iii) Exchange Securities from time to time for issue in exchange for a like principal amount of Initial Notes or Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form of an Officers' CertificateCertificate (an "Authentication Order"), and in the case of clause (ii), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the outstanding Notes shall be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued. Each such written order Such Officers' Certificates 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 Unrestricted Exchange Securities, that, in the case of Additional Notes, the issuance of such Notes and does not contravene any provision of Article Four of this Indenture, whether the Notes are to be issued as Physical one or more Global Notes or Global Notes Certificated Notes, the name or names of the Initial Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the 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 All Notes shall be issued as Initial Notes dated the date of their authentication. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under this Indenture or Unrestricted Notes, shall certify that be valid or obligatory for any purpose unless there appears on such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided Note a certificate of authentication substantially in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication form provided for herein executed by the Trustee includes authentication by manual signature, and such agentcertificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. An authenticating agent has Notwithstanding the same rights as an Agent to deal with foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company or an Affiliateshall 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 Notes shall be issuable only in fully registered form without coupons in denominations of $1,000 and any integral multiple thereofmultiples of $1,000.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an initial aggregate principal amount of up to $40.0 million upon one or more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an initial aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 40.0 million specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers (a) One member of the Issuer’s Board of Directors shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) 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 no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid nevertheless. valid. (c) A Note shall not be valid until authenticated by the manual signature of the Trusteeauthorized signatory of the Trustee or the Authenticating Agent. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Notes Issuer, and the Issuer shall be substantially deliver such Note to the Trustee for cancellation as set forth provided for in Exhibits A 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 B hereto. The delivered to the Trustee shall (an “Authentication Order”), authenticate (i) Initial Notes that are 6 1/2% Senior in the form of Fixed Rate Dollar Global Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 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 Initial Notes$1,900,000,000, except as provided in each case upon a written order 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 Company Issuer in the form connection with such authentication of an Officers' CertificateNotes. Each such written order Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or 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 Fixed Rate Dollar Notes to be authenticated and the date on which the original issue of Fixed Rate Dollar Notes is to be authenticated andauthenticated. 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 case 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 issuance Authentication Order, authenticate (i) Initial Notes in the form of Additional Floating Rate Global Notes pursuant 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 2.17 after 2.07 and Section 2.12, provided that the Issue Date, whether such Additional Notes Trustee shall be issued 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 Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by provided in Section 4.9. 2.07 and Section 2.12. (g) The Trustee may appoint one or more authentication agents (each, an authenticating agent “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 Holders or an AffiliateAffiliate of the Issuer. 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 any integral multiple thereofDeutsche Bank Trust Company Americas with respect to the Fixed Rate Dollar Notes (the “Dollar Notes Authenticating Agent”).

Execution and Authentication. Two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by On the Notes shall be substantially as set forth in Exhibits A and B hereto. The Issue Date, the Trustee shall authenticate (i) Initial Notes that are 6 1/2and deliver $1,550 million of 7.75% Senior Subordinated Notes due 2014 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 an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only specified in exchange for a like principal amount of Initial Notessuch order, in each case upon a written order of the Company in signed by two Officers or by an Officer and an Assistant Secretary of the form of Company (each an Officers' Certificate“Authentication Order”). Each such written Such order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated authenticated, whether the Notes are to be Initial 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 2.17 2.14 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not is in compliance with Section 4.09. The Notes shall be prohibited by Section 4.9issued 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 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 Assistant Secretary of the Company, to deal 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 the legally valid and binding obligations of the Company, enforceable against the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons accordance with their terms, subject to any conditions and qualifications specified in denominations such Opinion of $1,000 and any integral multiple thereofCounsel.

Execution and Authentication. Two Officers shall sign, or one Officer shall sign and one Officer (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A No Note shall not be entitled to any benefit under this Indenture or be valid until authenticated or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of the Trustee. The signature signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 2.11, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee or an authenticating agent shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in the aggregate principal amount of up to $135,000,000 upon a Company Request and (ii) Notes for issuance subsequent to the Issue Date upon the consummation of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Acquisition in the aggregate principal amount of up to $20,000,000 upon a Company Request. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. Upon receipt of the Company Request and an Officers' Certificate certifying that the registration statement relating to the exchange offer specified in the Registration Rights Agreement is effective and that the conditions precedent to a Private Exchange thereunder have been met, the Trustee shall authenticate one or more additional series of Notes in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only 155,000,000 for issuance in exchange for all Notes previously issued pursuant to an exchange offer registered under the Securities Act or pursuant to a like principal amount of Initial Notes, in each case upon a written order of the Company Private Exchange. Exchange Notes or Private Exchange Notes may have such distinctive series designations and such changes in the form of an Officers' Certificatethereof as are specified in the Company Request referred to in the preceding sentence. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted The Exchange 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 Private Exchange Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. 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 or and Affiliates of the Company. Each Paying Agent is designated as an Affiliateauthenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. 1.5. Subject to Section 2.2 hereof, Section 4.09 of the Original Indenture is hereby amended to read in its entirety as follows:

Execution and Authentication. Two Officers At least one Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) execute the Notes for on behalf of the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be 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, as the case may be, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. The form On the Issue Date, the Trustee shall, upon receipt of Trustee's certificate of authentication an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to be borne by time, the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall upon an Authentication Order authenticate and deliver any (i) Initial i)Additional Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or and (ii) Unrestricted any PIK Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securitiespayment of PIK Interest or Partial PIK Interest. Any such order or orders 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 and, in the case of an any issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes2.01 hereof, shall certify that such issuance will not is in compliance with Section 4.09 of this Indenture. On any Interest Payment Date on which the Issuer pays PIK Interest and Partial 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 $1.00, for the relevant Interest Period on the principal amount of such Global Note as of the relevant Record Date for such Interest Payment Date, to the credit of the Holders on such Record Date, pro rata to the nearest $1.00 in accordance with their interests, and an adjustment shall be prohibited made on the books and records of the Trustee (if it is then the Custodian of such Global Note) with respect to such Global Note, by Section 4.9the Trustee or the Custodian, to reflect such increase. On any Interest Payment Date on which the Issuer pays PIK Interest or Partial PIK Interest by issuing definitive PIK Notes, the principal amount of any such PIK Notes issued to any Holder, for the relevant Interest Period as of the relevant Record Date for such Interest Payment Date, shall be rounded up to the nearest $1.00. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Issuer.

Execution and Authentication. Two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. The form At any time and from time to time after the execution and delivery of Trustee's certificate of authentication to be borne this Supplemental Indenture, the Issuers may deliver Notes executed by the Notes shall be substantially as set forth in Exhibits A Issuers to the Trustee for authentication; and B hereto. The the Trustee shall authenticate and deliver (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in the Issue Date in an aggregate principal amount not to exceed of $300,000,000500,000,000, or (ii) Unrestricted Additional Notes from time to time only for original issue in aggregate principal amount specified by the Issuers and (iii) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Additional Notes, in each case specified in clauses (i) through (iii) above, upon a written order of the Company in the form Issuers signed by an Officer of each Issuer (an Officers' Certificate“Authentication Order”). Each such written order Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the such Notes are to be Initial Notes, Additional Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Notes one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the The aggregate principal amount of the Notes to which may be authenticated and the date on which the original issue of Notes delivered under this Supplemental Indenture is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after unlimited. On the Issue Date, whether such Additional the Issuers will issue Initial Notes in $500,000,000 aggregate principal amount in the form of one or more Rule 144A Global Notes and/or one or more Regulation S Global Notes, as provided in Section 2.01(c). Any Notes offered and sold in reliance on the exemption from registration under the Securities Act provided by Section 4(a)(2) thereunder or Rule 144A shall be issued as Initial one or more Rule 144A Global Notes. Any Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued as one or Unrestricted more Regulation S Global Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company 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 Supplemental Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Issuers.

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by two Officers of the Company or an Officer and the Secretary of the Company. Such signature may be either manual or facsimile. The Company's seal may be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile signatureform. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee signs the certificate of authentication on the Note. The Such signature may be either manual or facsimile. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of Trustee or an authentication to be borne by agent (the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee "Authenticating Agent") shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date date of this Indenture in an the aggregate principal amount not to exceed $300,000,000800,000,000, or (ii) Unrestricted Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes and (iii) Additional Notes (including in the form of additional Exchange Notes) from time to time issued in compliance with Section 2.18, in each case upon a written order orders of the Company in the form of an Officers' Certificate. Each such written order The Officers' Certificate shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes, Exchange Notes or Unrestricted Additional Notes, and shall further specify the amount of such Notes and whether the Notes are to be issued as Physical the Global Note or Certificated Notes. The aggregate principal amount of Notes or Global outstanding at any time may not exceed such amount except as provided in Section 2.07. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 vote or consent) as one class and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue no series of Notes is will have the right to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued vote or consent as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the appointment, an authenticating agent Company. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with the Company or an Affiliateand Affiliates of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple multiples thereof.

Execution and Authentication. Two Officers shall sign (each of whom a) The Investor Notes shall, in each caseupon issue pursuant to Section 2.2, have been duly authorized be executed on behalf of the Issuer by all requisite corporate actions) 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 an Investor Note no longer holds that office at the time the Trustee authenticates the NoteInvestor Note is authenticated, the Investor Note 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 Investor Notes of any particular Series executed by the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Investor Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall authenticate and deliver such Investor Notes. If specified in the related Indenture Supplement for any Series of Investor 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 Investor 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, a Foreign Clearing Agency or its nominee as provided in Section 2.10 against payment of the purchase price thereof. (c) No Investor Note shall be valid nevertheless. A Note shall not entitled to any benefit under the Indenture or be valid until authenticated for any purpose unless there appears on such Investor 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 (and the TrusteeLuxembourg agent (the “Luxembourg Agent”), if such Investor Notes are listed on the Luxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Investor Note has been duly authenticated under this the Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Indenture Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Investor Notes. Unless otherwise provided in limited by the term of such appointment, an authenticating agent may authenticate Investor 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 same rights as an Agent to deal with the Company or an Affiliate. The Notes Indenture Trustee’s certificate of authentication shall be issuable only in registered form without coupons substantially the following form: This is one of the Investor Notes of a series issued under the within mentioned Indenture. THE BANK OF NEW YORK MELLON, as Indenture Trustee By: Authorized Signatory (d) Each Investor Note shall be dated and issued as of the date of its authentication by the Indenture Trustee, except Bearer Notes which shall be dated the applicable Series Closing Date as provided in denominations the related Indenture Supplement.. (e) Notwithstanding the foregoing, if any Investor Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Investor Note to the Indenture Trustee for cancellation, 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 Investor Note has never been issued and any integral multiple thereofsold by the Issuer, for all purposes of the Indenture such Investor 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 (whom shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall sign the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee (or the Authenticating Agent) authenticates the Note, the Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the Trustee, or, as the case may be, an 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 form Except as otherwise provided herein, the aggregate principal amount of Trustee's certificate of authentication to Notes that may be borne by the Notes shall be substantially as set forth outstanding at any time under this Indenture is not limited in Exhibits A and B heretoamount. The Trustee or the Authenticating Agent shall authenticate such Notes which shall consist of (i) Initial Original Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or 500,000,000 and (ii) Unrestricted Additional Notes from time to time only in exchange for a like principal amount issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 (Incurrence of Initial NotesIndebtedness and Issuance of Preferred Stock) hereof), in each case upon a written order receipt by the Trustee and the Authenticating Agent of the Company an Issuer Order in the form of an Officers' Officer’s Certificate. Each such written order Additional Notes will be treated as the same series of Notes as the Original Notes for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase (except with respect to amendments, waivers or modifications that affect only the Notes). Such Issuer 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 Initial Original Notes or Unrestricted Additional Notes, in the case of Additional Notes, that the issuance of such Notes and does not contravene any provision of this Indenture, whether the Notes are to be issued as Physical Definitive Notes or Global Notes and whether or not the Notes shall bear the Legend, or such other information as the Trustee or the Authenticating Agent may reasonably request. Additional Notes may be issued In addition, such Issuer Order shall include (a) a statement that the Persons signing the Issuer Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Issuer Order and (ii) made such examination or investigation as is necessary to enable them to make such statements, (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Issuer Order are based and (c) that based upon (a) and (b) all conditions precedent relating to the Issuer Order have been complied with in accordance with Section 2.17 Sections 12.2 (Certificate and Unrestricted Opinion as to Conditions Precedent) and 12.3 (Statements Required in Certificate or Opinion) hereof. In authenticating the Notes may and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee and the Authenticating Agent shall be issued entitled to receive, and shall be fully protected in exchange for Additional relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee and the Authenticating Agent 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 that are Restricted Securities. Any such order or orders shall specify has been duly authorized by the amount Issuer and constitute a legal valid binding obligation of the Issuer. Upon receipt of an Issuer Order, the Trustee or the Authenticating Agent shall authenticate Notes to be authenticated and the date on which the original issue in substitution of Notes is originally issued to be authenticated and, in reflect any name change of the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9Issuer. The Trustee may appoint an authenticating agent (“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 agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company or an AffiliateIssuer and Affiliates of the Issuer. The Trustee hereby appoints the Registrar as Authenticating Agent for the Notes. The Registrar accepts such appointment and the Issuer hereby confirms that it is acceptable for the purpose of this Section 2.2. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 2,000 and any integral multiple of $1,000 in excess thereof.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If the Company has a corporate seal, it may be reproduced on the Notes and, if so, it may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's ’s certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits Exhibit A and B hereto. Each Note shall be dated the date of its authentication. The Trustee shall authenticate (i) Initial the Series A Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an the aggregate principal amount not to exceed of $300,000,000375,000,000 (the “Original Notes”), or (ii) Unrestricted subject to compliance with Section 4.09 hereof, 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 for original issue from time to time for issue only in exchange for a like principal amount of Initial Series A Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such signed by one Officer, which written order shall specify (a) the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedof original issue thereof, (b) whether the Notes are to be Initial Series A Notes or Unrestricted Series B Notes, and (c) the amount of Notes and whether the Notes are to be issued in global form or definitive form. The aggregate principal amount of Notes outstanding at any time may not exceed $375,000,000 plus such additional principal amounts 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 clause (ii) of this paragraph, except as provided in Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.92.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Company, any Guarantor or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by two Officers of the Company or an Officer and the Secretary of the Company. Such signature may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee signs the certificate of authentication on the Note. The Such signature may be either manual or facsimile. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of Trustee or an authentication to be borne by agent (the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee "Authenticating Agent") shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date date of this Indenture in an aggregate principal amount not to exceed $300,000,000, or 150,000,000 and (ii) Unrestricted Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes, in each case upon a written order orders of the Company in the form of an Officers' CertificateCertificate (an "Authentication Order"). Each Subject to compliance with Section 4.10, the Trustee may authenticate Notes thereafter for issuance upon an Authentication Order in an aggregate principal amount as specified by such written order Authentication Order (the "Additional Notes"). Any Authentication Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes, Additional Notes or Unrestricted Exchange Notes, and shall further specify the amount of such Notes and whether the Notes are to be issued as Physical Notes the Global Note or Global Notes and such other information as the Trustee may reasonably requestCertificated Notes. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.07. Notwithstanding the foregoing, all Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andissued under this Indenture, in the case of an issuance of including any 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 vote and consent together on all matters (as to which any of such issuance Notes may vote or consent) as one class and no series of Notes will not be prohibited by Section 4.9have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the appointment, an authenticating agent Company. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with the Company or an Affiliateand Affiliates of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple multiples thereof.

Execution and Authentication. Two Officers The Notes may be issued in two series, a series of Initial Notes and a series of Exchange Notes. The aggregate principal amount of Notes outstanding at any time shall sign (each not exceed $220,000,000 except as provided in Section 2.07 hereof. The Notes shall be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by its Chief Executive Officer, its President or any Executive Vice President by manual or facsimile signature. If The Notes shall be authenticated by manual signature of an Officer whose signature is on a Note no longer holds that office at the time authorized officer of the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note and shall not be valid until for any purpose unless so authenticated. In case any officer of the Company whose signature shall have been placed upon any of the Notes shall cease to be such officer of the Company before authentication of such Notes by the Trustee and the issuance and delivery thereof, such Notes may, nevertheless, be authenticated by the manual signature Trustee and issued and delivered with the same force and effect as though such Person had not ceased to be such officer of the TrusteeCompany. The signature shall be conclusive evidence that Notwithstanding any other provision hereof, 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 and deliver Notes only upon receipt by the Trustee of an Officers' Certificate and Opinion of Counsel complying with Section 10.04 hereof with respect to satisfaction of all conditions precedent contained in this Indenture to authentication and delivery of such Notes. Upon compliance by the Company with the provisions of the previous paragraph, the Trustee shall, upon receipt of a Company Order requesting such action, authenticate (ia) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date issuance in an aggregate principal amount not to exceed $300,000,000, 220,000,000 in the form of the Initial Global Note or (iib) Unrestricted Exchange Notes from time for issuance pursuant to time only a Registered Exchange Offer for Initial Notes in exchange for a like principal amount equal to the principal amount of Initial Notes, Notes exchanged in each case upon a written order of the such Registered Exchange Offer. Such Company in the form of an Officers' Certificate. Each such written order 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 andwhich, in the case of clause (a) above, the Initial Notes or, in the case of clause (b) above, the Exchange Notes, are to be authenticated and shall further provide instructions concerning registration, amounts for each Holder and delivery. each beneficial owner identified by the Depositary, in exchange for such beneficial owner's interest in the Initial Global Note or Exchange Global Note, as the case may be, Initial Certificated Notes or Exchange Certificated Notes, as the case may be, representing Notes theretofore represented by the Initial Global Note or Exchange Global Note, as the case may be. A Note shall not be valid or entitled to any benefit under this Indenture or obligatory for any purpose unless executed by the Company and authenticated by the manual signature of the Trustee as provided herein. The signature of an issuance authorized officer of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes Trustee shall be issued as Initial Notes or Unrestricted Notesconclusive evidence, shall certify and the only evidence, that such issuance will not be prohibited by Section 4.9Note has been authenticated and delivered under this Indenture. 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 Any authenticating agent has of the Trustee shall have the same rights hereunder as an Agent to deal with the Company any Registrar or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofPaying Agent.

Execution and Authentication. Two Officers An Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid or obligatory until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000shall, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company signed by an Officer (an “Authentication Order”), authenticate (a) the Initial Floating Rate Notes, (b) the Initial Fixed Rate Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate the Exchange Notes and any Subsequent Series Notes (subject to compliance with Section 4.9). All Notes issued on the Issue Date and all Subsequent Series Notes shall be identical in all respects other than issue dates, the form of an Officers' Certificatedate from which interest accrues and any changes relating thereto. Each such written order Authentication Order shall specify the aggregate principal 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, Exchange Notes or Unrestricted Subsequent Series Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and or such other information as the Trustee may shall reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes In the event that are Restricted Securities. Any such order or orders the Company shall specify the amount of the Notes to be authenticated issue and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Trustee shall authenticate any Subsequent Series Notes pursuant to this Section 2.17 after 2.2, the Issue DateCompany shall use its reasonable best efforts to obtain the same “CUSIP” number for such Subsequent Series Notes as is printed on the Notes outstanding at such time; provided, whether however, that if any Subsequent Series Notes are determined not to be fungible with the Notes outstanding at such Additional time for U.S. federal income tax or U.S. federal securities law purposes, the Company may obtain a “CUSIP” number for such Notes that is different than the “CUSIP” number printed on the Subsequent Series Notes then outstanding. Notwithstanding the foregoing, Notes of each series issued and outstanding under this Indenture affected by a modification or amendment shall be issued vote and consent together on such modification or amendment as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9one class. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may not be geographically able to do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an initial aggregate principal amount of up to $35 million upon one or more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an initial aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 35 million specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000shall, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company signed by an Officer (an "Authentication Order"), authenticate Original Notes bearing the Restricted Legend and, if such Notes are Global Notes, the Global Legend, for original issue up to the aggregate principal amount stated in paragraph 4 of the form Notes. Thereafter and from time to time upon receipt of a supplemental Authentication Order, the Trustee shall notify the DTC of an Officers' Certificate. Each such written order shall specify increase in the amount of a Global Note and record the amount of any increase in the aggregate principal amount of the Restricted Global Note to reflect the issuance of any Additional Notes. The aggregate principal amount of Notes to be authenticated and outstanding at any time may not exceed $12,540,000 plus the amount of any Additional Notes except as provided in Section 2.07 hereof. As promptly as possible after the date on which of effectiveness of the Notes are to be authenticatedRegistration Statement, 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 Company shall issue (upon receipt of an Authentication Order in accordance with Section 2.17 2.02 and Unrestricted an Officers' Certificate certifying that the Registration Statement is effective and directing the Trustee to authenticate and deliver Notes may be issued not bearing the Restricted Legend but bearing the Resale Legend), and the Trustee shall authenticate (i) one or more Global Notes bearing the Resale Legend in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes held by such Holders and (ii) the Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the Global Note bearing the Resale Legend. Concurrently with the authentication of such Notes, the Trustee shall cause the aggregate principal amount of the Global Notes bearing the Restricted Legend to be authenticated reduced by the aggregate principal amount of the Global Note bearing the Resale Legend, and, upon delivery by a Holder of Definitive Notes bearing the Restricted Legend to the Trustee for exchange, the Company shall execute and the date on which the original issue of Trustee shall authenticate and deliver to such Holders Definitive Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after appropriate principal amount bearing 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 4.9Resale Legend. The Trustee (at the expense of the Company) 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 or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an Officer Officer, Managing Director, or Secretary whose signature is on a Note was an Officer, Managing Director or Secretary at the time of such execution but no longer holds that office or position at the time the Trustee or the Authenticating Agent authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate . (i) Initial Original Notes that are 6 1/2% Senior Notes due 2014 for original issue on in the Issue Date aggregate principal amount not to exceed (EURO)100,000,000, (ii) Additional Notes from time to time for issue in an aggregate principal amount not to exceed $300,000,000(EURO)65,000,000, or which may be issued by the Issuer after the Closing Date, and (iiiii) Unrestricted New Notes from time to time only for issue in the aggregate principal amount not to exceed (EURO)165,000,000 for issuance in exchange for a like principal amount of Initial NotesNotes pursuant to an exchange offer registration statement under the Securities Act or pursuant to a Private Exchange (as defined in the Registration Rights Agreement dated the date hereof), in each the case of New Notes upon a written order receipt of an Issuer Order which, in the Company case of Additional Notes and New Notes shall be in the form of an Officers' Certificate. Each New 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. Additional Notes will be treated as the same series of Notes as the Original Notes for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. The Officers' Certificate in the case of Additional Notes and New Notes shall specify the aggregate principal amount of Notes to be authenticated authenticated, the series and type of Notes and 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 Initial Original Notes, Additional Notes or Unrestricted Notes and New Notes, whether the Notes are to be issued as Physical 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 Additional and Exchange Notes may and accepting the responsibilities under this Indenture in relation to the Additional and Exchange Notes the Trustee shall be issued entitled to receive, and shall be fully protected in accordance relying upon, an Opinion of Counsel stating that the form and terms thereof have been established in conformity with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securitiesthe provisions of this Indenture. Any such order or orders shall specify the The aggregate principal amount of Notes outstanding at any time may not exceed (EURO)165,000,000, except as provided in Section 2.8. Upon receipt of a Issuer Order, the Trustee shall authenticate Notes to be authenticated and the date on which the original issue in substitution of Notes is originally issued to be authenticated and, in reflect any name change of the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9Issuer. The Trustee may appoint an authenticating agent ("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 agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company or an AffiliateIssuer and Affiliates of the Issuer. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 (EURO)1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual its Chief Executive Officer, Chief Financial Officer, President, any Vice President, Treasurer or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of the TrusteeAssistant Treasurer. The signature shall of any of these officers on the Notes may be conclusive evidence that manual or facsimile. At any time and from time to time after the Note has been authenticated under execution and delivery of this Indenture. The form of Trustee's certificate of authentication to be borne , the Company may deliver Notes executed by the Notes shall be substantially as set forth in Exhibits A Company to the Trustee for authentication; and B hereto. The the Trustee shall authenticate and deliver (i1) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in the Issue Date in an aggregate principal amount not to exceed $300,000,000, or 275,000,000 and (ii2) Unrestricted additional Notes (“Additional Notes”) from time to time only for original issue in exchange for a like aggregate principal amount of Initial Notesamounts specified by the Company, in each case specified in clauses (1) through (2) above, upon a written order of the Company in the form of an Officers' CertificateOfficer’s Certificate (an “Authentication Order”), and in the case of clause (2), upon receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the outstanding Notes shall be subject to Federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued and that the issuance of such Additional Notes complies with the terms of this Indenture. Each such written order Such Officer’s Certificates shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Additional Notes, that, in the case of Additional Notes, the issuance of such Notes and does not contravene any provision of Article Four of this Indenture, whether the Notes are to be issued as Physical one or more Global Notes or Global Notes Certificated Notes, the name or names of the initial Holder or Holders and such other information as the Company may include or the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the 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 All Notes shall be issued as Initial Notes dated the date of their authentication. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. No Note shall be entitled to any benefit under this Indenture or Unrestricted Notes, shall certify that be valid or obligatory for any purpose unless there appears on such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided Note a certificate of authentication substantially in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication form provided for herein executed by the Trustee includes authentication by manual signature, and such agentcertificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. An authenticating agent has Notwithstanding the same rights as an Agent to deal with foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company or an Affiliateshall 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 Notes shall be issuable only in fully registered form without coupons in denominations of $1,000 2,000 and any integral multiple thereofmultiples of $1,000.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If the Company has a corporate seal, it may be reproduced on the Notes and, if so, it may be in facsimile form. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of an authorized signatory of the Trustee. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's ’s certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits Exhibit A and B hereto. Each Note shall be dated the date of its authentication. The Trustee shall authenticate (i) Initial the Series A Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an the aggregate principal amount not to exceed of $300,000,000225,000,000 (the “Original Notes”), or (ii) Unrestricted subject to compliance with Section 4.09 hereof, 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 for original issue from time to time for issue only in exchange for a like principal amount of Initial Series A Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such signed by one Officer, which written order shall specify (a) the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedof original issue thereof, (b) whether the Notes are to be Initial Series A Notes or Unrestricted Series B Notes, and (c) the amount of Notes and whether the Notes are to be issued in global form or definitive form. The aggregate principal amount of Notes outstanding at any time may not exceed $225,000,000 plus such additional principal amounts 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 clause (ii) of this paragraph, except as provided in Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.92.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Company, any Guarantor or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers (a) At least one Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for on behalf of the Company by manual or facsimile signature. . (b) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. . (c) A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. . (d) The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an the aggregate principal amount not to exceed $300,000,000, or 850,000,000 and (ii) Unrestricted subject to the terms of this Indenture, Additional Notes from time to time only in exchange for a like an aggregate principal amount to be determined at the time of Initial Notesissuance and specified therein, in each case case, upon a written order of the Company in the form of an Officers' Certificate’ Certificate (an “Authentication Order”). Upon receipt of an Authentication Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $850,000,000 plus any increase in the aggregate principal amount of the Notes as a result of any Additional Notes issued; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes and any Additional Notes of a like aggregate principal amount in accordance with an Exchange Offer pursuant to a Registration Rights Agreement and an Authentication Order for the authentication and delivery of such Exchange Notes and certifying that all conditions precedent to the issuance of such Exchange Notes are complied with. In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably require in connection with such authentication of Notes. Each such written order Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Definitive Notes or Global Notes and or such other information as the Trustee may reasonably request. With respect to authentication pursuant to clause (ii) of the first sentence of this paragraph, such Authentication Order from the Company shall be accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee stating that the issuance of the Additional Notes may be issued in accordance does not give rise to an Event of Default, complies with Section 2.17 this Indenture and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify has been duly authorized by the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. Company. (e) The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an any Registrar, Paying Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations agent for service of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an initial aggregate principal amount of up to $50.0 million upon one or more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an initial aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 50.0 million specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers shall sign (each of whom a) The Investor Notes shall, in each caseupon issue pursuant to Section 2.2, have been duly authorized be executed on behalf of the Issuer by all requisite corporate actions) 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 an Investor Note no longer holds that office at the time the Trustee authenticates the NoteInvestor Note is authenticated, the Investor Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Investor Notes of any particular Series executed by the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Investor Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Indenture, shall authenticate and deliver such Investor Notes. If specified in the related Indenture Supplement for any Series of Investor 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 Investor 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, a Foreign Clearing Agency or its nominee as provided in Section 2.10 against payment of the purchase price thereof. (c) No Investor Note shall be valid nevertheless. A Note shall not entitled to any benefit under this Indenture or be valid until authenticated for any purpose unless there appears on such Investor 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 (and the TrusteeLuxembourg agent (the "Luxembourg Agent"), if such Investor Notes are listed on the Luxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Investor Note has been duly authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Indenture Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Investor Notes. Unless otherwise provided in limited by the term of such appointment, an authenticating agent may authenticate Investor Notes whenever the Indenture Trustee may do so. Each reference in this Indenture to authentication by the Indenture Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes Indenture Trustee's certificate of authentication shall be issuable only in registered form without coupons substantially the following form: This is one of the Investor Notes of a series issued under the within mentioned Indenture. THE CHASE MANHATTAN BANK, as Indenture Trustee By: ---------------------------- Authorized Signatory (d) Each Investor Note shall be dated and issued as of the date of its authentication by the Indenture Trustee, except Bearer Notes which shall be dated the applicable Series Closing Date as provided in denominations the related Indenture Supplement. (e) Notwithstanding the foregoing, if any Investor Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Investor Note to the Indenture Trustee for cancellation, 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 Investor Note has never been issued and any integral multiple thereofsold by the Issuer, for all purposes of this Indenture such Investor 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 shall sign (each One Responsible Officer of whom shall, in each case, have been or one Person duly authorized by all requisite corporate actions) actions by the Issuer shall sign the Notes for the Company Issuer by manual or facsimile signature. If an a Responsible Officer whose signature is on a Note was a Responsible Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form Except as otherwise provided herein, the aggregate principal amount of Trustee's certificate of authentication to Notes which may be borne by the Notes shall be substantially as set forth outstanding at any time under this Indenture is not limited in Exhibits A and B heretoamount. The Trustee shall authenticate such Notes, which shall consist of (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Closing Date in an aggregate principal amount not to exceed $300,000,000, or 700,000,000 and (ii) Unrestricted Additional Notes from time to time only in exchange for a like principal amount of Initial Notesissuance after the Closing Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof), in each case upon a written order of the Company in the form receipt of an Officers' CertificateIssuer Order. Each such written order Additional Notes will be treated the same as the Initial Notes for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Issuer Order shall specify the aggregate principal amount of Notes to be authenticated and authenticated, the 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 Initial Notes or Unrestricted Additional Notes and whether or not the Notes are to be issued as Physical Notes shall bear the Private Placement Legend, or Global Notes and such other information as the Trustee may reasonably request. Additional In authenticating the Notes may 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 -20- 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. Upon receipt of an Issuer Order, the Trustee shall authenticate Notes in substitution for Notes originally 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 to reflect any name change of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9Issuer. The Trustee may appoint an authenticating agent (“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 agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company or an AffiliateIssuer and Affiliates of the Issuer. The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof.

Execution and Authentication. Two The Notes shall be executed on behalf of the Issuer by two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by Issuer. Such signatures may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee signs the certificate of authentication on the Note. The Such signature shall be manual. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of Trustee or an authentication to be borne by agent (the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee “Authenticating Agent”) shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date date of this Indenture in an aggregate principal amount not equal to exceed $300,000,000275,000,000, or (ii) Unrestricted additional Notes (“Additional Notes”) for original issue following the date of this Indenture in unlimited aggregate principal amount (so long as permitted by the terms of this Indenture, including, without limitation, Section 4.10 hereof) upon a written order of the Issuer executed by an Officer, and (iii) Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes or Additional Notes, as the case may be, in each case upon a written order orders of the Company Issuer in the form of an Officers' ’ Certificate. Each such Such written order orders shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes, Additional Notes or Unrestricted Exchange Notes, and shall further specify the amount of such Notes and whether the Notes are to be issued as Physical a Global Note or Certificated Notes. The aggregate principal amount of Notes or Global outstanding at any time may not exceed such amount except as provided in Section 2.07 hereof. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 vote or consent) as one class and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue no series of Notes is will have the right to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued vote or consent as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the appointment, an authenticating agent Issuer. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with the Company or an AffiliateIssuer and Affiliates of the Issuer. The Notes shall be issuable only in registered form form, without coupons coupons, and only in minimum denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof.

Execution and Authentication. Two At least two Officers shall must sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until authenticated by the manual signature of the Trustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The form Trustee will, upon receipt of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of signed by two separate Officers (an Officers' Certificate“Authentication Order”), authenticate Notes for original issue. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the The aggregate principal amount of the Notes that may be issued under this Indenture may not exceed the sum of (i) $750,000,000 (the “Initial Notes”) and (ii) the maximum principal amount of Notes (the “Additional Notes”) that may be issued pursuant to awards granted from time to time under the Management Incentive Plan, such maximum principal amount to be authenticated and determined in accordance with the date terms of the Management Incentive Plan as in effect on which the original issue Issue Date (exclusive of Notes is to be authenticated and, in the case of an issuance of Additional Notes issued pursuant to Section 2.17 after 2.07 (“Replacement Notes”)) provided that nothing in this sentence shall restrict (i) the Issue Datepayment of PIK Interest, whether (ii) the increasing of the principal amount of the Notes in connection with the payment of PIK Interest or (iii) the issuance of PIK Notes in accordance with the terms of this Indenture. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any PIK Notes for an aggregate principal amount specified in such Authentication Order for such PIK Notes issued hereunder. The Authentication Order delivered by the Company to the Trustee in connection with a payment of PIK Interest shall give effect to the provisions of, inter alia, Section 2.11, 2.14 and 4.01 of this Indenture. The Trustee shall authenticate and deliver any PIK Notes (or increases in the principal amount of any Notes) as a result of a payment of PIK Interest, for an aggregate principal amount specified in such Authentication Order for such PIK Notes (or increases in the principal amount of any Notes) issued or increased hereunder, for original issue upon receipt of an Authentication Order. The Initial Notes, any Additional Notes and any PIK Notes subsequently issued under this Indenture shall be issued 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 shall include the Initial Notes or Unrestricted and all Additional Notes and PIK Notes that are issued and any increase in the principal amount of any outstanding Notes (including Additional Notes and PIK Notes) as a result of a payment of PIK Interest, shall certify that such issuance will not be prohibited by Section 4.9and references to “principal amount” of the Notes include any increase in the principal amount of any outstanding Notes (including Additional Notes and PIK Notes) as a result of a payment of PIK Interest. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent the Trustee to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers shall At least one Officer of the Issuer must sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an Officer of the Issuer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall will nevertheless be valid neverthelessvalid. A Note shall will not be valid until authenticated by the manual signature of the Trustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate and deliver: (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in date of this Indenture, an aggregate principal amount not to exceed of $300,000,000127.5 million of Notes, or (ii) Unrestricted any Additional Notes from time to time in accordance with Sections 4.09 and 4.12 hereof and (iii) Exchange Notes for issue only in exchange an Exchange Offer pursuant to the Registration Rights Agreement for a like principal amount of Initial Notes, in each case case, upon receipt of a written order of the Company in the form of Issuer signed by two Officers (an Officers' Certificate“Authentication Order”). Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of the Notes is to be authenticated and, in authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the case aggregate principal amount of an Notes authorized for issuance of Additional Notes by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.92.07 hereof. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an AffiliateAffiliate of the Issuer. The Issuer may issue Additional Notes from time to time after the offering of the Initial Notes. The Initial Notes, the Exchange Notes and any Additional Notes subsequently issued under this Indenture shall be issuable only in registered form treated as a single class for all purposes under this Indenture, including, without coupons in denominations of $1,000 limitation, waivers, amendments, redemptions and any integral multiple thereofoffers to purchase.

Execution and Authentication. Two Officers shall sign (each of whom a) The Notes shall, in each caseupon issue pursuant to Section 2.2, have been duly authorized be executed on behalf of the Issuer by all requisite corporate actions) 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 no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note 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. 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 be entitled to any benefit under the Indenture or be valid nevertheless. A for any purpose unless there appears on such Note shall not be valid until authenticated a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of the Trusteea Responsible Officer. 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 the Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Indenture Trustee may appoint an authenticating agent 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 same rights as an Agent to deal with the Company or an Affiliate. The Notes Indenture Trustee’s certificate of authentication shall be issuable only in registered form without coupons substantially the following form: This is one of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: ________________________________ Authorized Signatory (d) Each Note shall be 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 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 any integral multiple 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 shall sign, or one Officer and one member of the Board of Directors of the Issuer shall sign, or two members of the Board of Directors of the Issuer shall sign, or one Officer shall sign and one Officer, a Secretary or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes shall attest to, each Note for the Company Issuer by manual or facsimile signature. If an Officer or member of the Board of Directors of the Issuer whose signature is on a Note was an Officer or member of such 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 shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee or Deutsche Bank Trust Company Americas as the appointed Authenticating Agent manually or electronically signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the such Note has been authenticated under this Indenture. The form Except as otherwise provided herein, the aggregate principal amount of Trustee's certificate of authentication to Notes which may be borne by the Notes shall be substantially as set forth outstanding at any time under this Indenture is not limited in Exhibits A and B heretoamount. The Trustee shall shall, upon receipt of an Issuer Order in the form of an Officers’ Certificate, authenticate (i) Initial Original Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed of $300,000,000750 million in respect of the 2030 Notes, or $1,000 million in respect of the 2034 Notes and $1,000 million in respect of the 2054 Notes and (ii) Unrestricted Additional Notes of any series from time to time only in exchange for a like principal amount issuance after the Issue Date to the extent permitted hereunder. Additional 2030 Notes will be treated as the same series of Initial Notes as the Original 2030 Notes, in each case upon a written order Additional 2034 Notes will be treated as the same series of Notes as the Company in Original 2034 Notes and Additional 2054 Notes will be treated as the form same series of an Officers' CertificateNotes as the Original 2054 Notes for all purposes under this Indenture, including for purposes of waivers, amendments, redemptions and offers to purchase. Each such written order Such Issuer 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 Initial Original Notes or Unrestricted Additional Notes and (including in respect of which series), whether the Notes are to be issued as Physical Definitive Notes or Global Notes (including in respect of which series) and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. Additional Upon receipt of an Issuer Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes may be issued in accordance with Section 2.17 and Unrestricted substitution of Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the same series originally issued to reflect any name change of the Issuer. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to be authenticated and the date on which Notes, 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 Trustee shall be issued as Initial Notes or Unrestricted Notesentitled to receive, and shall certify be fully protected in relying upon, an Opinion of Counsel stating that such issuance will not be prohibited by Section 4.9the 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 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 agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company or an AffiliateIssuer and Affiliates of the Issuer. The Trustee initially appoints the Registrar as Authenticating Agent of the Notes and the Issuer hereby confirms that such appointment is acceptable to it. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 200,000 and any integral multiple of $1,000 in excess thereof.

Execution and Authentication. Two Officers (a) The Trustee shall sign authenticate (each i) 2026 Notes for original issue in the aggregate principal amount not to exceed $800,000,000 and 2031 Notes for original issue in aggregate principal amount not to exceed $1,000,000,000, (ii) Exchange Notes and (iii) any Additional Notes of whom shalleither series, (such Notes to be substantially in the form of Exhibit A-1 or A-2, as applicable) in an unlimited amount, in each case, have been duly authorized upon written orders of the Company signed by all requisite corporate actionstwo Officers. Each such Officers’ Certificate shall specify the amount of such Notes to be authenticated, the date on which such Notes are to be authenticated, whether such Notes are to be Initial Notes, Exchange Notes or Additional Notes issued under clause (i), (ii) or (iii), respectively, of the preceding sentence, and the aggregate principal amount of such Notes outstanding on the date of authentication, and shall further specify the amount of such Notes to be issued as a Global Security or Physical Securities. Such Notes shall initially be in the form of one or more Global Securities, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, such Notes to be issued, (ii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee and (iii) shall be held by the Trustee as custodian for the Company by manual Depositary or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at pursuant to the time the Trustee authenticates the Note, the Note shall be valid neverthelessDepositary’s instruction. A Note shall will not be valid until authenticated by the electronic or manual signature of the Trustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. The form . (b) Each series of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations the principal amount of at least $2,000 and integral multiples of $1,000 thereafter. Upon the occurrence of a Registration Default under the Registration Rights Agreement, the Notes shall be entitled to Additional Interest accruing during the periods described in the Registration Rights Agreement. All references in the Indenture and the Notes to “interest” shall be deemed to include any integral multiple thereofAdditional Interest. The Trustee shall have no responsibility to determine whether a Registration Default has occurred or to calculate or verify the calculation of the Additional Interest.

Execution and Authentication. Two The Notes shall be executed on behalf of the Issuers by two Officers shall sign (of each of whom shall, in the Issuers or an Officer and the secretary of each case, have been duly authorized by all requisite corporate actions) of the Notes for the Company by Issuers. Such signature may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence evidence, and the only evidence, that the Note has been authenticated under this Indenture. The form of Trustee's certificate of Trustee or an authentication to be borne by agent (the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee “Authenticating Agent”) shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue (a) on the Issue Date date of this Indenture in an the aggregate principal amount not to exceed $300,000,000, or US$350 million and (ii) Unrestricted Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes, in each case upon a written order orders of the Company Issuers in the form of an Officers' Certificate’ Certificate (an “Authentication Order”). Each Subject to compliance with Section 4.10, the Trustee may authenticate Notes thereafter for issuance upon an Authentication Order in an aggregate principal amount as specified by such written order Authentication Order (“Additional Notes”) and, if Additional Notes are issued as Initial Notes, may authenticate Exchange Notes from time to time for issue only in exchange for a like principal amount of such Initial Notes, in each case upon receipt of an Authentication Order. Any Authentication Order shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes or Unrestricted Additional Notes and whether the Notes are to be issued as Physical Initial Notes or Global Notes Exchange 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 further specify the amount of the such Notes to be authenticated and issued as the date on which the original issue Global Note or Certificated Notes. The aggregate principal amount of Notes is to be authenticated andoutstanding at any time may not exceed such amount except as provided in Section 2.07. Notwithstanding the foregoing, in the case of an issuance of all Notes issued under this Indenture, including any 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 vote and consent together on all matters (as to which any of such issuance Notes may vote or consent) as one class and no series of Notes will not be prohibited by Section 4.9have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the appointment, an authenticating agent Issuers. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with the Company or an AffiliateIssuers and Affiliates of the Issuers. The Notes shall be issuable only in registered form without coupons and only in denominations of $US$1,000 and any integral multiple multiples thereof.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature of an authorized signatory of the Trustee 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 the Series A Senior Secured Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Closing Date in an the aggregate principal amount not to exceed of $300,000,00071,000,000 (the "Original Senior Secured Notes"), or (ii) Unrestricted additional Series A Senior Secured Notes for original issue from time to time after the Closing Date in such principal amounts as may be set forth in a Company Order described in this sentence, (iii) the Series B Senior Secured Notes from time to time for issue only in exchange for a like principal amount of Initial Series A Senior Secured Notes, and (iv) up to an additional $4,500,000 aggregate principal amount of Series A Senior Secured Notes or Series B Senior Secured Notes, as the case may be, for original issue from time to time after the Closing Date, upon the exercise by the Holders of the Term B Notes issued under this Indenture of their exchange rights in accordance with paragraph 7 of the Term B Notes, in each case upon delivery to the Trustee of a written order of the Company in the form of an Officers' Certificate. Each such written Order, which order shall specify (a) the amount of Senior Secured Notes to be authenticated and the date on which of original issue thereof, (b) whether the Senior Secured Notes are to be authenticated, whether the Notes are to be Initial Series A Senior Secured Notes or Unrestricted Series B Senior Secured Notes, and (c) the amount of Senior Secured Notes and whether the Notes are to be issued in global form or definitive form. The aggregate principal amount of Senior Secured Notes outstanding at any time may not exceed $71,000,000 plus such additional principal amounts as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued and authenticated pursuant to clauses (ii) and (iv) of this paragraph, except as provided in accordance with Section 2.17 and Unrestricted 2.7 hereof. The Trustee shall authenticate (i) the Series A Term B Notes for original issue on the Closing Date in the aggregate principal amount of $4,500,000 (the "Original Term B Notes"), (ii) additional Series A Term B Notes for original issue from time to time after the Closing Date in such principal amounts as may be issued set forth in a Company Order described in this sentence and (iii) the Series B Term B Notes from time to time for issue only in exchange for Additional Notes that are Restricted Securities. Any such a like principal amount of Series A Term B Notes, in each case upon delivery to the Trustee of a Company Order, which order or orders shall specify (a) the amount of the Term B Notes to be authenticated and the date on which the of original issue thereof, (b) whether the Term B Notes are Series A Term B Notes or Series B Term B Notes, and (c) the amount of Term B Notes is to be issued in global form or definitive form. The aggregate principal amount of Term B Notes outstanding at any time may not exceed $4,500,000 plus such additional principal amounts as may be issued and authenticated and, in the case of an issuance of Additional Notes pursuant to clause (ii) of this paragraph, except as provided in Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.92.7 hereof. The Trustee may appoint an authenticating agent 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 authenticating by the Trustee includes authentication authenticating by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an AffiliateAffiliate of the Company. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of principal of and (subject to the provisions of this Indenture and the Notes with respect to record dates) interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofaffected by notice to the contrary.

Execution and Authentication. Two Officers shall sign (each Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were, at the time the Trustee authenticates the Noteof execution, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in an aggregate principal amount of up to $100,000,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Issue Date in Trustee or an Authenticating Agent will, upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate, authenticate and deliver any Exchange Notes for an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 100,000,000 specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of Outstanding Notes at any time may not exceed the Company amount set forth in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedforegoing sentence, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued except as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an AffiliateArticle II. The Notes shall will be issuable issued only in registered form without coupons and in minimum denominations of $1,000 100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Notes if the issue of such Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture, or otherwise affect the trustee in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers An authorized member of the Issuer’s Board of Directors or an Officer of the Issuer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for on behalf of the Company Issuer by manual manual, electronic or facsimile signature. If an authorized member of the Issuer’s Board of Directors or an Officer whose signature is on a Note no longer holds that office at the time the Trustee (or its authenticating agent) authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid or obligatory for any purpose until authenticated by the manual signature an authorized signatory of the TrusteeTrustee (or 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 form Issuer shall execute and, upon receipt of Trustee's certificate of authentication to be borne by an Issuer Order, the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (iwhether itself or via the authenticating agent), which such authentication shall be by manual signature (a) Initial Notes that are 6 1/2% Senior Notes due 2014 Original Notes, on the date hereof, for original issue on the Issue Date in up to an aggregate principal amount not to exceed of $300,000,000275,000,000 and (b) Additional Notes, or (ii) Unrestricted Notes from time to time, subject to compliance at the time only in exchange for of issuance of such Additional Notes with the provisions of this Indenture, including Section 4.06 and Section 4.07. The Issuer is permitted to issue Additional Notes as part of a like principal amount of Initial Notesfurther issue under this Indenture, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes from time to be authenticated and the date on which the Notes are to be authenticatedtime; provided, 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. however, that any Additional Notes may not have the same CUSIP or other identification number (or be issued in accordance with Section 2.17 and Unrestricted represented by the same Global Note or Global Notes) as the Original Notes may be issued in exchange for unless either (1) the Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount treated as part of the same issue for U.S. federal income tax purposes or (2) both the Notes to be authenticated and the date on which the additional Notes are issued with no (or less than a de minimis amount of) original issue discount for U.S. federal income tax purposes. The Issuer will issue Notes in minimum denominations of Notes is to be authenticated and, $2,000 and integral multiples of $1,000 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 4.9excess 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 Issuer or an AffiliateAffiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofdetermine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in an initial aggregate principal amount of up to $48,000,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Issue Date in Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 48,000,000 specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under this Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under this Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in an initial aggregate principal amount of up to $20,000,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Issue Date in Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 20,000,000 specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under this Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under this Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers The Notes shall sign (each of whom shall, in each case, have been duly authorized be executed by all requisite corporate actions) the Notes for 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 signature. If an Officer whose signature is on a Note no longer holds signatures of individuals who were the proper Officers of the Company shall bind the Company, notwithstanding that office 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 time the Trustee authenticates the Note, the of issuance of such Notes. No Note shall be valid nevertheless. A Note shall not entitled to any benefit under this Indenture or be valid until authenticated or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of the Trustee. The signature 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 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 heretodelivered hereunder. The Trustee shall authenticate (i) Initial and make available for delivery Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of up to exceed $300,000,000200,000,000 upon a Company Order without any further action by the Company; PROVIDED, or 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 __, 1997, between the Company and the Underwriters (ii) Unrestricted the "PURCHASE AGREEMENT"), then the Trustee shall authenticate and deliver Notes from time to time only for original issue in exchange for a like an aggregate principal amount of Initial Notes, in each case up to $200,000,000 plus up to $30,000,000 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 written order Orders 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 The aggregate principal amount of the Notes to be authenticated and outstanding at any time may not exceed the date on which the original issue of Notes is to be authenticated and, amount set forth in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Dateforegoing sentence, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable 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 or an AffiliateSection 2.7. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an initial aggregate principal amount of up to $85.0 million upon one or more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an initial aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 85.0 million specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two One or more Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature of the TrusteeTrustee or an authenticating agent. The manual signature of the Trustee shall be conclusive evidence that the Note has been authenticated under this Indenture. The form Notes may contain such notations, legends or endorsements required by law, stock exchange rule or usage, but which shall not affect the rights, duties or immunities of the 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 at any time, and from time to time, authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only provided in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' CertificateOrder. Each such written order Such Company Order shall specify the amount of Notes to be authenticated and authenticated, 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 andauthenticated, the number of separate Notes to be authenticated, the registered Holder of each Note and delivery instructions. Each Note shall be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. The aggregate principal amount of Notes of any Series Outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the case of an issuance of Additional Notes Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.17 after 2.02, except as provided in Section 2.09. Prior to the Issue Datefirst issuance of Notes of any Series, whether such Additional Notes the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the form of the Notes of that Series or of Notes within that Series and the terms of the Notes of that Series or of Notes within that Series, (b) an Officers’ Certificate with respect to both the issuance and authentication of such Notes, and (c) an Opinion of Counsel with respect to both the issuance and authentication of such Notes which shall also state: (i) that such Notes, when authenticated and delivered by the Trustee and issued as Initial by the Issuers in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuers, 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 (ii) that the Guarantees relating to such Notes constitute valid and legally binding obligations of the Guarantors, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. The Trustee shall have the right to decline to authenticate and deliver any Notes of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall determine that such action would expose the Trustee to personal liability to Holders of any then Outstanding Series of Notes or Unrestricted otherwise exposes the Trustee to liability hereunder or under any Series of Notes; or (c) if the issue of such Notes will affect the Trustee’s own rights, shall certify that such issuance will duties or immunities under the Notes and this Indenture or otherwise in a manner which is not be prohibited by Section 4.9reasonably acceptable to the Trustee. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuers or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Issuers.

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by two Officers of the Company or an Officer and an Assistant Secretary of the Company. Such signatures may be either manual or facsimile signaturefacsimile. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the NoteNote or at any time thereafter, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature Trustee manually signs the certificate of authentication on the TrusteeNote. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form At any time, and from time to time, the Trustee shall, upon receipt of a Company Request, authenticate and deliver Notes in the amounts and in the manner specified in such Company Request; provided that the aggregate principal amount of Notes issued hereunder shall not exceed $305,236,000 (excluding any PIK Notes and any increase in the principal amount of Notes as a result of a PIK Payment), subject to adjustment pursuant to Section 8.1(7). With respect to a PIK Payment, no later than five Business Days prior to the relevant PIK Interest Payment Date, the Company shall deliver to the Trustee's certificate , (i) with respect to Global Notes, a Company Request to increase the outstanding principal amount of authentication to be borne such Notes by the required amount of PIK Interest (rounded up to the nearest whole dollar) (or, if necessary, pursuant to the requirements of the Depositary or otherwise, new Global Notes shall be substantially as set forth in Exhibits A the amount of the PIK Interest and B heretoa Company Request to authenticate and deliver such new Global Notes), and (ii) with respect to Physical Notes, the required amount of new Physical Notes in the amount of the PIK Interest (rounded up to the nearest whole dollar) and a Company Request to authenticate and deliver such Physical Notes. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date relevant PIK Interest Payment Date, in an aggregate accordance with a Company Request, make appropriate amendments to the schedule of principal amount not amounts of such Global Notes or, if applicable, authenticate and deliver PIK Notes. Each PIK Payment shall be made pro rata with respect to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial the outstanding Notes, in each case upon a written order of and the Company shall have the right to aggregate amounts of interest payable in the form of an Officers' Certificate. Each such written order shall specify the amount of PIK Notes to be authenticated a Holder of outstanding Notes and issue to such Holder a single Note in payment thereof. The PIK Notes shall contain the date on which same terms and conditions as the Notes are to (except the issue date) and shall be authenticated, whether treated together with the Notes are as a single class for all purposes under this Indenture. Unless the context otherwise requires, references 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 “principal amount” of the Notes to be authenticated and the date on which the original issue includes any increase in outstanding principal amount of any Notes is to be authenticated and, in the case as a result 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 4.9a PIK Payment. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes and PIK Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so, except with regard to the original issuance of the Notes and pursuant to Section 2.7. Each Except as provided in the preceding sentence, 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 or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers directors, or a director and the Secretary, shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Senior Notes for the Company Issuer by manual or facsimile signature. Two directors, or a director and the Secretary, shall sign the notation of Guarantee, to be endorsed on the Senior Notes by Bermuda Holdings, for Bermuda Holdings by manual or facsimile signature. The signatures required hereby may in each case be the manual signature of any person duly delegated by a director or the Secretary, as the case may be. If an Officer officer (including a director, Secretary or Assistant Secretary) whose signature is on a Senior Note no longer holds that office at the time the Trustee authenticates the Senior Note, the Senior Note shall be valid nevertheless. A Senior Note shall not be valid until authenticated by the manual signature an authorized officer of the TrusteeTrustee manually signs the certificate of authentication on the Senior Note. The signature shall be conclusive evidence that the Senior 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 and deliver the (ia) Initial Global Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount at maturity not to exceed in excess of $300,000,000100,000,000, or and (iib) Unrestricted Exchange Notes from time to time for issue only in exchange an Exchange Offer pursuant to the Registration Rights Agreement, for a like principal amount of Initial NotesGlobal Notes exchanged pursuant thereto, in each case upon a written order signed by a director or Secretary of the Company in the form Issuer and a director or Assistant Secretary of an Officers' CertificateBermuda Holdings. Each such written Such order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the principal amount of the Global Notes to be authenticated and the date on which the original issue of the Global Notes is are to be authenticated andand shall further provide instructions concerning delivery of the Global Notes. The aggregate principal amount of Senior Notes outstanding at any time may not exceed that amount, except as provided in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes 2.07 hereof. Each Global Note shall be issued as Initial Notes or Unrestricted Notesdated the date of its authentication, shall certify that such issuance will not bear interest from the applicable date and shall be prohibited by Section 4.9payable on the dates specified on the face of the form of Global Notes set forth as Exhibit A and Exhibit B hereto. Each Definitive Senior Note shall be dated the date of its authentication, shall bear interest from the applicable date and shall be payable on the dates specified on the face of the form of Definitive Senior Note set forth in Exhibit C hereto. The Trustee may appoint an authenticating agent reasonably acceptable to the Company Issuer and Bermuda Holdings to authenticate the Senior Notes. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent may authenticate Senior Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company any Senior Note Registrar or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofPaying Agent.

Execution and Authentication. Two Officers One Officer shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual or facsimile signature. If an Officer whose signature is on a Note 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 Notes shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form Except as otherwise provided herein, the aggregate principal amount of Trustee's certificate of authentication to Notes that may be borne by the Notes shall be substantially as set forth outstanding at any time under this Indenture is not limited in Exhibits A and B heretoamount. The Trustee shall authenticate such Notes which shall consist of (i) Initial Original Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or €200,000,000 and (ii) Unrestricted Additional Notes from time to time only in exchange for a like principal amount of Initial Notesissuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof), in each case upon receipt by the Trustee of a written order of the Company Order in the form of an Officers' ’ Certificate. Each such written order Additional Notes will be treated as the same series of Notes as the Original Notes 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 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 Initial Original Notes or Unrestricted Notes and Additional Notes, whether the Notes are to be issued as Physical 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. Additional Notes may be issued 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 accordance with Section 2.17 the Company Order and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any (ii) made such order examination or orders shall specify investigation as is necessary to enable them to make such statements and (b) a brief statement as to the amount nature and scope of the Notes to be authenticated and the date examination or investigation on which the original issue 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 Subsidiary Guarantors. Upon receipt of a Company Order, the Trustee shall authenticate Notes in substitution of Notes is originally issued to be authenticated and, in reflect any name change of the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9Issuer. The Trustee may appoint an authenticating agent (“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 agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company or an AffiliateIssuer and Affiliates of the Issuer. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 €50,000 and any integral multiple of €1,000 in excess thereof.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an initial aggregate principal amount of up to $60,000,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an initial aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 60,000,000 specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an initial aggregate principal amount of up to $27,250,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an initial aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 27,250,000 specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Trustee shall, upon a written order of the Company signed by two Officers of the Company or by an Officer and an Assistant Treasurer or an Assistant Secretary of the Company (an "Authentication Order"), authenticate (i) on the Issue Date, the Initial Notes in aggregate principal amount of $315.0 million, (ii) subject to the provisions of Section 2.15, at any time and from time to time thereafter, Additional Notes in an aggregate principal amount specified in such authentication order and (iii) subject to the provisions of Section 2.07(f), Exchange Notes issued in exchange for a like principal amount of Initial Notes or Additional Notes tendered pursuant to an Exchange Offer. Such authentication order shall specify (i) the amount of the Notes to be authenticated, (ii) the date on which the Notes are to be authenticated, (iii) whether the Notes are to be Initial Notes, Exchange Notes or Additional Notes and (iv) whether such Notes shall bear the Global Note Legend, the Regulation S Temporary Global Note Legend and/or the Private Placement Legend. Furthermore, Notes may be authenticated and delivered upon registration or transfer, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.11 or 9.05 or in connection with a Change of Control Offer pursuant to Section 4.15. An Officer of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence that the Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent (the "Authenticating Agent") acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereof.the Company

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by two Officers of the Company or an Officer and an Assistant Secretary of the Company. Such signature may be either manual or facsimile. The Company's seal shall be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile signatureform. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature Trustee manually signs the certificate of authentication on the TrusteeNote. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The On the Issue Date, the Trustee or an authenticating agent shall authenticate Notes for original issue in the aggregate principal amount of $300,000,000 in the form of Trustee's certificate of authentication to be borne by the Initial Notes upon a Company Request. Additional 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 issued in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated 100,000,000 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 Securities2.17. Any such order or orders Company Request shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated authenticated, whether the Notes should bear the Private Placement Legend and whether (subject to Section 2.01) the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may be reasonably request, 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 4.94.10. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and integral multiples thereof. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote or consent) as one class and no series of Notes will have the right to vote or consent as a separate class on any matter. The Trustee may appoint an authenticating agent 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 right as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. (a) Two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature, with or without a corporate seal affixed thereon. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. . (b) A Note shall not be valid until authenticated by an authorized signatory of the manual Trustee manually authenticates the Note. The signature of the Trustee. The signature Trustee on a Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly and validly authenticated and issued under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. . (c) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the “Company Order”) (i) Initial Series A Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an the aggregate principal amount not to exceed $300,000,000, or 220 million and (ii) Unrestricted subject to Section 3.9, Additional Notes. The Trustee, upon receipt of a Company Order, shall authenticate Series B Notes; provided that such Series B Notes from time to time shall be issuable only in exchange upon the valid surrender for cancellation of Series A Notes of a like aggregate principal amount of Initial in accordance with the Exchange Offer or an exchange offer specified in any registration rights agreement relating to Additional Notes, in each case upon a written order of the . Such Company in the form of an Officers' Certificate. Each such written order Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. authenticated. (d) The Trustee may appoint an authenticating agent (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 the Authenticating Agent. Each authenticating Agent shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such agentlaws to act as Authenticating Agent and subject to supervision or examination by government or other fiscal authority. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 2.2, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 2.2. Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section 2.2 without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. An authenticating agent has Authenticating Agent may resign at any time by giving written notice thereof to the same rights Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 2.2, the Trustee may appoint a successor Authenticating Agent which shall be subject to acceptance by the Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent to deal shall be appointed unless eligible under the provisions of this Section 2.2. (e) In case a Surviving Entity has executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such transaction may, from time to time, at the request of the 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 or an AffiliateOrder of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. The If Notes shall at any time be issuable only authenticated and delivered in registered form any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without coupons expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in denominations of $1,000 and any integral multiple thereofsuch new name.

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by two Officers of the Company or an Officer and the Secretary or Assistant Secretary of the Company. Such signature may be either manual or facsimile. The Company's seal may be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile signatureform. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee or 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 form of Trustee's certificate of Trustee or an authentication to be borne by agent (the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee "AUTHENTICATING AGENT") shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date date of this Indenture in an the aggregate principal amount not to exceed $300,000,000, or 150,000,000 and (ii) Unrestricted Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial Notes, in each case upon a written order orders of the Company in the form of an Officers' Certificate. Each such written order The Officers' Certificate shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes or Unrestricted Exchange Notes, and shall further specify the amount of such Notes and whether the Notes are to be issued as Physical the Global Note or Certificated Notes. The aggregate principal amount of Notes or Global outstanding at any time may not exceed such amount, except as provided in Section 2.07. Notwithstanding the foregoing, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 vote or consent) as one class and Unrestricted no series of Notes may be issued in exchange for Additional Notes that are Restricted Securitieswill have the right to vote or consent as a separate class on any matter. Any such order or orders shall specify The Trustee, at the amount expense of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andCompany, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the appointment, an authenticating agent Company. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with the Company or an Affiliateand Affiliates of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple multiples thereof.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an initial aggregate principal amount of up to $23,000,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an initial aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 23,000,000 specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers shall sign (each One Responsible Officer of whom shall, in each case, have been or one Person duly authorized by all requisite corporate actions) actions by the Issuer shall sign the Notes for the Company Issuer by manual or facsimile signature. If an a Responsible Officer whose signature is on a Note was a Responsible Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form Except as otherwise provided herein, the aggregate principal amount of Trustee's certificate of authentication to Notes which may be borne by the Notes shall be substantially as set forth outstanding at any time under this Indenture is not limited in Exhibits A and B heretoamount. The Trustee shall authenticate such Notes, which shall consist of (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Closing Date in an aggregate principal amount not to exceed $300,000,000, or 800,000,000 and (ii) Unrestricted Additional Notes from time to time only in exchange for a like principal amount of Initial Notesissuance after the Closing Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof), in each case upon a written order of the Company in the form receipt of an Officers' CertificateIssuer Order. Each such written order Additional Notes will be treated the same as the Initial Notes for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Issuer Order shall specify the aggregate principal amount of Notes to be authenticated and authenticated, the 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 Initial Notes or Unrestricted Additional Notes and whether or not the Notes are to be issued as Physical Notes shall bear the Private Placement Legend, or Global Notes and such other information as the Trustee may reasonably request. Additional In authenticating the Notes may 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 -20- 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. Upon receipt of an Issuer Order, the Trustee shall authenticate Notes in substitution for Notes originally 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 to reflect any name change of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9Issuer. The Trustee may appoint an authenticating agent (“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 agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights as an Agent to deal with the Company or an AffiliateIssuer and Affiliates of the Issuer. The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 and any integral multiple in excess thereof.

Execution and Authentication. Two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A At any time and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for a like principal amount of Initial Notes, in each case authentication; and the Trustee shall authenticate and deliver such Notes upon a written order of the Company in signed by an Officer of the form of Company (an Officers' Certificate“Authentication Order”). Each such written order Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes authenticated and whether the Notes are to be issued as Physical Notes one or more Global Notes and such other information as the Company may include or the Trustee may reasonably request. The aggregate Principal Amount of Notes that may be outstanding under this Indenture is unlimited; provided that upon initial issuance, the aggregate principal amount of Notes outstanding shall not exceed $[ ], except as provided in Section 2.08. The Company, without the consent of the Holders of Notes, may issue additional Notes (the “Additional Notes”) from time to time having identical terms and conditions as the Notes originally issued under this Indenture (the “Initial Notes”), except for any difference in the issue price and interest accrued prior to the issue date of such Additional Notes; provided that such Additional Notes may be issued in accordance are fungible with Section 2.17 the Initial Notes for United States federal income tax purposes. The Initial Notes and Unrestricted Notes may be issued in exchange for any Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount constitute a single series of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated debt securities and, in circumstances in which this Indenture provides for Holders of Notes to vote or take any action, the case Holders of an issuance Initial Notes and the Holders of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such any Additional Notes shall be issued vote or take such action as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9a single class. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to such Officer's signature, the Notes for the Company by manual or facsimile signature. If an Officer or an Assistant Secretary whose signature is on a Note was an Officer or an Assistant Secretary, as the case may be, at the time of such execution but no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000150,000,000, or (ii) Unrestricted Private Exchange Notes from time to time only in exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time in exchange for (A) a like principal amount of Initial Notes or (B) a like principal amount of Private Exchange Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes, Private Exchange Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes amounts may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for one or more series from time to time (the "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 andNotes"), in the case of an issuance of Additional Notes pursuant subject to Section 2.17 after the Issue Date4.04, whether such which Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication authenticated by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the upon receipt of a Company or an AffiliateOrder. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.aggregate principal

Execution and Authentication. Two Officers The Notes shall sign (each be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by two Officers of the Company or an Officer and the Secretary of the Company. Such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Notes and may be in facsimile signatureform. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee pigns the certificate of authentication on the Note. The Such signature may be either manual or facsimile. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of Trustee or an authentication to be borne by agent (the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee “Authenticating Agent”) shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date from time to time in an aggregate principal amount not to exceed $300,000,000the aggregate principal amount of the Existing Notes (plus accrued interest and any fees owing in respect thereof) exchanged for Initial Notes hereunder, or (ii) Unrestricted Exchange Notes from time to time for issue only in exchange for a like principal amount of Initial NotesNotes and (iii) Subsequent Notes issued hereunder, in each case upon a written order orders of the Company in the form of an Officers' ’ Certificate. Each such written order The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate amount issued pursuant to clauses (i) and (iii) of the preceding sentence except as provided in Section 2.07. The Officers’ Certificate shall specify the amount of Notes to be authenticated and authenticated, the date on which the Notes are to be authenticatedauthenticated and the aggregate principal amount of Notes outstanding on the date of authentication, whether the Notes are to be Initial Notes, Exchange Notes or Unrestricted Subsequent Notes, and shall further specify the amount of such Notes and whether the Notes are to be issued as Physical the Global Note or Certificated Notes. Notwithstanding the foregoing, all Notes or Global Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 vote or consent) as one class and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue no series of Notes is will have the right to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued vote or consent as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9a separate class on any matter. The Trustee may appoint an authenticating agent acceptable to the Company Authenticating Agent to authenticate Notes. Unless otherwise provided in Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the appointment, an authenticating agent Company. An Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agentAuthenticating Agent. An authenticating agent Authenticating Agent has the same rights right as an Agent to deal with the Company or an Affiliateand Affiliates of the Company. The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 1.00 and any integral multiple multiples thereof.

Execution and Authentication. Two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company each Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form At any time and from time to time after the execution and delivery of Trustee's certificate of authentication to be borne this Indenture, the Issuers may deliver Notes executed by the Notes shall be substantially as set forth in Exhibits A Issuers to the Trustee for authentication; and B hereto. The the Trustee shall authenticate and deliver (i) Initial Eight Year Notes that are 6 1/2% Senior Notes due 2014 for original issue on in the Issue Date in an aggregate principal amount not to exceed of $300,000,0001,100,000,000, or (ii) Unrestricted Initial Ten Year Notes for original issue in the aggregate principal amount of $400,000,000, (iii) Additional Notes from time to time only for original issue in aggregate principal amount specified by the Issuers, and (iv) Exchange Notes from time to time for issue in exchange for a like principal amount of Initial NotesNotes or Initial Additional Notes of the same series, in each case specified in clauses (i) through (iv) above, upon a written order of the Company in Issuers signed by an Officer of each of the form of Issuers (an Officers' Certificate"Authentication Order"). Each such written order Such Authentication Order shall specify the amount of the applicable series of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the such Notes are to be Initial Notes, Additional Notes or Unrestricted Exchange Notes and whether the Notes are to be issued as Physical Notes one or more Global Notes and such other information as the Issuers may include or the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the The aggregate principal amount of the Notes to which may be authenticated and the date on which the original issue of Notes delivered under this Indenture is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after unlimited. On the Issue Date, whether such the Issuers will issue $1,100,000,000 aggregate principal amount of Initial Eight Year Notes and $400,000,000 aggregate principal amount of Initial Ten Year Notes. Initial Notes and any Initial Additional Notes offered and sold in reliance on the exemption from registration under the Securities Act provided by Section 4(2) thereunder or Rule 144A shall be issued as one or more Rule 144A Global Notes. Initial Notes and any Initial Additional Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued as one or Unrestricted more Regulation S Global Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company Issuers to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Issuers.

Execution and Authentication. Two Subordinated Notes will be executed on behalf of the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signatures of individuals who were at the time of execution Authorized Officers shall sign (each of whom shallthe Company will, in each caseto the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have been duly authorized by all requisite corporate actions) ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the date of such Subordinated Notes. The Trustee or an Authenticating Agent will authenticate and deliver the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an initial aggregate principal amount not of up to exceed $300,000,000, 17,000,000 upon one or (ii) Unrestricted Notes from time to time only in exchange for a like more Company Orders and an Opinion of Counsel. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which hereof shall be part of the same series of Subordinated Notes are for all purposes under the Indenture, including with respect to be authenticatedany amendment, whether waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to will be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 2,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an initial aggregate principal amount of up to $75,000,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an initial aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 75,000,000 specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under this Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under this Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers shall sign, or ---------------------------- one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form Except as otherwise provided herein, the aggregate principal amount of Trustee's certificate of authentication to Notes which may be borne by the Notes shall be substantially as set forth in Exhibits A and B heretooutstanding at any time under this Indenture, is (Euro) 100,000,000, excluding Secondary Notes. The Trustee shall authenticate an aggregate principal amount of Notes not to exceed (Euro)100,000,000 for issuance, which shall consist of (i) Initial Original Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Closing Date in the aggregate principal amount not to exceed (Euro) 25,000,000.00 and (ii) Additional Notes from time to time for issue in an aggregate principal amount not to exceed $300,000,000(Euro)75,000,000.00, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of which may be issued by the Company in after the form Closing Date. Additional Notes and Secondary Notes will be treated as the same series of an Notes as the Original Notes for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. The Officers' Certificate. Each such written order 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 Initial Original Notes or Unrestricted Notes and Additional Notes, whether the Notes are to be issued as Physical 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. Additional In authenticating the Notes may 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 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 to reflect any name change 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 4.9Company. 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 or an Affiliateand Affiliates of the Company. The Notes (including the Secondary Notes) shall be issuable only in registered form without coupons in denominations of $1,000 (Euro)1.00 principal amount and any integral multiple thereof, provided, however, that Notes (including Secondary Notes) will not be issued in denominations of less than (Euro)1.00. No payments, in cash or otherwise, will be made in respect of any fractional denomination amounts to which Holders would otherwise be entitled (including, without limitation, in respect of interest paid in the form of Secondary Notes); provided, however, that a Holder's entitlement to such Secondary Notes in denominations of (Euro)1.00 or integral multiples thereof shall be calculated on the basis of the aggregate principal amount of Notes registered in such Holder's name on the relevant Record Date.

Execution and Authentication. Two Officers of the Company shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. Each Guarantor shall execute a Guarantee in the manner set forth in Section 10.7. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form Trustee, upon a written order of Trustee's certificate the Company signed by two Officers of authentication to be borne the Company, together with the other documents required by the Notes shall be substantially as set forth in Exhibits A Sections 12.4 and B hereto. The Trustee 12.5, shall authenticate (i) Initial Series A Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an the aggregate principal amount not to exceed $300,000,000, or 255.0 million and (ii) Unrestricted Notes from time subject to time only in exchange for a like principal amount of Initial Section 4.9, Additional Notes. The Trustee, in each case upon a written order of the Company signed by two Officers of the Company, together with the other documents required by Sections 12.4 and 12.5, shall authenticate Series B Notes; provided that such Series B Notes shall be issuable only upon the valid surrender for cancellation of Series A Notes of a like aggregate principal amount in accordance with the form Exchange Offer or an exchange offer specified in any registration rights agreement relating to the Additional Notes or to be offered in connection with any issuance of an Officers' CertificateAdditional Notes pursuant to a registration statement filed pursuant to the Securities Act. Each such Such written order of the Company shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of authenticated. Any Additional Notes pursuant to Section 2.17 after shall be part of the same issue as the Notes being issued on the Issue Date and will vote on all matters as one class with the Notes being issued on the Issue Date, whether such including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Net Proceeds Offers. For the purposes of this Indenture, except for Section 4.9, references to the Notes include Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9if any. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations with any Affiliate of $1,000 and any integral multiple thereofthe Company.

Execution and Authentication. Two Officers The Notes and the Trustee's certificate of authentication shall sign (be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of whom shallthe Guarantors endorsed thereon substantially in the form of Exhibit C hereto. The terms and provisions contained in the Notes annexed hereto as Exhibits A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each caseof the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, have been duly authorized by all requisite corporate actions) as custodian for the Depository, as hereinafter provided. One Officer shall execute the Notes for the Company Company, and the Note Guarantees for the Guarantors, by manual or facsimile signature. If an Officer whose signature is on a Note or a 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 shall nevertheless be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretovalid. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case 250,000,000 upon a written order of the Company in the form of an Officers' CertificateCertificate of the Company. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes authenticated 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 The aggregate principal amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated andoutstanding at any time may not exceed $250,000,000, except as provided in the case of an issuance of Additional 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 4.93.06. 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 or an Affiliateand Affiliates of the Company. The Notes shall be issuable only in fully registered form only, without coupons coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in an aggregate principal amount of up to $82,250,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Issue Date in Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 82,250,000 specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two The aggregate principal ----------------------------- amount of Notes outstanding at any time shall not exceed US$80,082,000. The Notes shall be executed on behalf of the Company by its Officers. The signature of any of these Officers may be manual or facsimile. In case any Officer whose signature shall sign (each of whom shall, in each case, have been duly authorized placed upon any of the Notes shall cease to be such Officer of the Company before authentication of such Notes by all requisite corporate actions) the Trustee and the issuance and delivery thereof, such Notes may, nevertheless, be authenticated by the Trustee and issued and delivered with the same force and effect as though such Person had not ceased to be such Officer of the Company. Upon receipt by the Trustee of an Order requesting such action, the Trustee shall authenticate the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date issuance in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' CertificateUS$80,082,000. Each such written order Such Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticatedauthenticated and shall further provide instructions concerning registration, whether amounts for each Holder and delivery. Upon the Notes are occurrence of any event specified in Section 2.07 hereof, the Company shall execute and the Trustee, upon receipt of an Order requesting such action, shall authenticate and deliver to be Initial Notes or Unrestricted Notes and whether each beneficial owner of a Note identified by 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 Depositary, in exchange for Additional such beneficial owner's interest in the Registered Global Notes that are Restricted Securitiesor definitive registered Notes, representing Notes theretofore represented by Registered Global Notes. Any such order A Note shall not be valid or orders shall specify entitled to any benefit under this Indenture or obligatory for any purpose unless executed by the amount Company and authenticated by the manual signature of the Notes to Trustee as provided herein. The manual signature of an authorized signatory of the Trustee shall be conclusive evidence, and the only evidence, that such Note has been 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 4.9delivered under this Indenture. 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 Any authenticating agent has of the Trustee shall have the same rights hereunder as an Agent to deal with the Company any Registrar or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereofPaying Agent.

Execution and Authentication. Two Officers The Notes shall sign (each of whom shall, in each case, have been duly authorized be executed by all requisite corporate actions) the Notes for 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 signature. If an Officer whose signature is on a Note no longer holds signatures of individuals who were the proper Officers of the Company shall bind the Company, notwithstanding that office 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 time the Trustee authenticates the Note, the of issuance of such Notes. No Note shall be valid nevertheless. A Note shall not entitled to any benefit under this Indenture or be valid until authenticated or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of the Trustee. The signature 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 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 heretodelivered hereunder. The Trustee shall authenticate (i) Initial and make available for delivery Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not of up to exceed $300,000,000250,000,000 upon a Company Order without any further action by the Company; PROVIDED, or 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 and the Underwriters (ii) Unrestricted the "PURCHASE AGREEMENT"), then the Trustee shall authenticate and deliver Notes from time to time only for original issue in exchange for a like an aggregate principal amount of Initial Notes, in each case 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 written order Orders 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 The aggregate principal amount of the Notes to be authenticated and outstanding at any time may not exceed the date on which the original issue of Notes is to be authenticated and, amount set forth in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Dateforegoing sentence, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable 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 or an AffiliateSection 2.7. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers shall sign (each of whom a) The Investor Notes shall, in each caseupon issue pursuant to Section 2.2, have been duly authorized be executed on behalf of the Issuer by all requisite corporate actions) 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 an Investor Note no longer holds that office at the time the Trustee authenticates the NoteInvestor Note is authenticated, the Investor Note 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 Investor Notes of any particular Series executed by the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Investor Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall authenticate and deliver such Investor Notes. If specified in the related Indenture Supplement for any Series of Investor 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 Investor 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, a Foreign Clearing Agency or its nominee as provided in Section 2.10 against payment of the purchase price thereof. (c) No Investor Note shall be valid nevertheless. A Note shall not entitled to any benefit under the Indenture or be valid until authenticated for any purpose unless there appears on such Investor 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 (and the TrusteeLuxembourg agent (the “Luxembourg Agent”), if such Investor Notes are listed on the Luxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Investor Note has been duly authenticated under this the Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Indenture Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Investor Notes. Unless otherwise provided in limited by the term of such appointment, an authenticating agent may authenticate Investor 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 same rights as an Agent to deal with the Company or an Affiliate. The Notes Indenture Trustee’s certificate of authentication shall be issuable only in registered form without coupons substantially the following form: This is one of the Investor Notes of a series issued under the within mentioned Indenture. JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Indenture Trustee By:__________________________ Authorized Signatory (d) Each Investor Note shall be dated and issued as of the date of its authentication by the Indenture Trustee, except Bearer Notes which shall be dated the applicable Series Closing Date as provided in denominations the related Indenture Supplement.. (e) Notwithstanding the foregoing, if any Investor Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Investor Note to the Indenture Trustee for cancellation, 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 Investor Note has never been issued and any integral multiple thereofsold by the Issuer, for all purposes of the Indenture such Investor 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 shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on in an initial aggregate principal amount of up to $62,000,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Issue Date in Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 62,000,000 specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under this Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under this Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 100,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two One or more Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company Issuer by manual manual, facsimile pdf or facsimile other electronic signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication. The Trustee will authenticate and deliver: (i) Original Notes for original issue in the aggregate principal amount not to exceed $400 million, and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Issuer, after the following conditions have been met: (A) Receipt by the Trustee of an Officer’s Certificate (which shall include the statement specified in Section 11.04) specifying (1) the amount of Notes to be authenticated, including for any Additional Notes the date from which interest shall accrue and the first interest payment date, and the date on which the Notes are to be authenticated, (2) in the case of Additional Notes, that the issuance of such Notes does not contravene Section 4.04, (3) whether the Notes are to be issued as one or more Regulation S Global Notes, Rule 144A Global Notes or Definitive Notes, and (4) other information the Issuer may determine to include. (B) In the case of Additional Notes that are not fungible with the Original Notes for U.S. federal income tax purposes, such Additional Notes shall bear a different CUSIP number, and the Trustee shall receive an Opinion of Counsel that conforms with the requirements of Section 11.05 hereof and as to the due authorization and execution of such Additional Notes and the enforceability thereof. A Note shall not be valid until authenticated by the manual signature an authorized signatory of the TrusteeTrustee (or an Authentication Agent as described below) manually 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 form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange for a like principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes and whether the Notes are to be issued as Physical Notes or Global Notes and such other information as the Trustee may reasonably request. Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent Authentication Agent reasonably acceptable to the Company Issuer to authenticate any Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an authenticating agent Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent Authentication Agent has the same rights as an any Registrar, Paying Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations agent for service of $1,000 notices and any integral multiple thereofdemands.

Execution and Authentication. Two Officers shall sign (each Subordinated Notes will be executed on behalf of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes may be manual or facsimile. Subordinated Notes bearing the manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office signatures of individuals who were at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. A Note shall not be valid until authenticated by the manual signature of execution Authorized Officers of the Trustee. The signature shall be conclusive evidence Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the Note has been authenticated under this Indenture. The form authentication and delivery of Trustee's certificate such Subordinated Notes or did not hold such offices at the date of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B heretosuch Subordinated Notes. The Trustee shall or an Authenticating Agent will authenticate (i) and deliver the Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an initial aggregate principal amount of up to $72,750,000 upon one or more Company Orders and an Opinion of Counsel. In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order, Opinion of Counsel and Officers’ Certificate authenticate and deliver any Exchange Notes for an initial aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted 72,750,000 specified in such Company Order for Exchange Notes from time to time only in exchange for a like issued hereunder. The aggregate principal amount of Initial Notes, in each case upon a written order of the Company in the form of an Officers' Certificate. Each such written order shall specify the amount of Outstanding Subordinated Notes to be authenticated issued hereunder may be increased at any time hereafter and the series may be reopened for issuances of additional Subordinated Notes upon Company Order without the consent of any Holder. The Subordinated Notes issued on the date on which the hereof and any such additional Subordinated 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 that may be issued in accordance hereafter shall be part of the same series of Subordinated Notes for all purposes under the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, including with Section 2.17 and Unrestricted respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes may will be issued in exchange for Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and, in the case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons and in minimum denominations of $1,000 and any integral multiple of $1,000 in excess thereof. The Trustee will not be required to authenticate any Subordinated Notes if the issue of such Subordinated Notes under this Indenture will affect the Trustee’s own rights, duties or immunities under the Subordinated Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such Subordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two The Notes shall be executed on behalf of the Issuer by any of the Officers shall sign (each designated by its Board of whom shallDirectors or any designee thereof according to the resolutions of the Issuer authorizing the transactions contemplated herein. Such signatures, in each caseaccordance with applicable laws and regulations, have been duly authorized by all requisite corporate actions) may be the Notes for the Company by manual or facsimile signaturesignatures of the present or any future Officers. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of a Note that has been duly authenticated and delivered by the Trustee. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid. No Note shall be entitled to any benefit under this Indenture or be valid nevertheless. A or obligatory for any purpose unless there appears on such Note shall not be valid until authenticated a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of the Trustee. The signature signature, and such certificate upon any Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly authenticated under and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.11, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. The form Trustee, upon a written order of Trustee's certificate the Issuer signed by an Officer of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A and B hereto. The Trustee Issuer, shall authenticate (i) Initial and deliver Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an the aggregate principal amount not to exceed $300,000,00040,000,000 and following the Issue Date will authenticate and deliver additional Notes that may be validly issued under this Indenture, or (ii) Unrestricted including any Additional Notes from time to time only in exchange for a like principal amount of Initial and Exchange Notes, in each case upon a . Such written order of the Company in the form of an Officers' Certificate. Each such written order Issuer 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, authenticated. The Trustee may conclusively presume that any Notes in respect of which it is requested in any such written order to authenticate and deliver will be validly issued under this Indenture. The Issuer agrees that the case aggregate principal amount of an Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance of Additional Notes by the Issuer pursuant to one or more written orders, except as expressly provided in Section 2.17 after 2.7 hereof and provided that the Issue Date, whether such Additional Notes Trustee shall be issued as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9have no obligation to determine compliance with this provision. The Trustee may appoint an authenticating agent acceptable to the Company Issuer to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Issuer or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations with any Affiliate of $1,000 and any integral multiple thereofthe Issuer.

Execution and Authentication. Two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Notea Note is authenticated, the Note shall nevertheless be valid neverthelessvalid. A Note shall not be valid until authenticated by the manual signature (which may be by facsimile) of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee's certificate of authentication to be borne by the Notes shall be substantially as set forth in Exhibits A At any time and B hereto. The Trustee shall authenticate (i) Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed $300,000,000, or (ii) Unrestricted Notes from time to time only in exchange after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for a like principal amount of Initial Notes, in each case authentication; and the Trustee shall authenticate and deliver such Notes upon a written order of the Company in signed by an Officer of the form of Company (an Officers' Certificate“Authentication Order”). Each such written order Such Authentication Order shall specify the amount of Notes to be authenticated and the date on which the Notes are to be authenticated, whether the Notes are to be Initial Notes or Unrestricted Notes authenticated and whether the Notes are to be issued as Physical Notes one or more Global Notes and such other information as the Company may include or the Trustee may reasonably request. The aggregate Principal Amount of Notes that may be outstanding under this Indenture is unlimited; provided that upon initial issuance, the aggregate Principal Amount of Notes outstanding shall not exceed $479,168,000, except as provided in Section 2.08. The Company, without the consent of the Holders of Notes, may issue additional Notes (the “Additional Notes”) from time to time having identical terms and conditions as the Notes originally issued under this Indenture (the “Initial Notes”), except for any difference in the issue price and interest accrued prior to the issue date of such Additional Notes; provided that such Additional Notes may be issued in accordance are fungible with Section 2.17 the Initial Notes for United States federal income tax purposes. The Initial Notes and Unrestricted Notes may be issued in exchange for any Additional Notes that are Restricted Securities. Any such order or orders shall specify the amount constitute a single series of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated debt securities and, in circumstances in which this Indenture provides for Holders of Notes to vote or take any action, the case Holders of an issuance Initial Notes and the Holders of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such any Additional Notes shall be issued vote or take such action as Initial Notes or Unrestricted Notes, shall certify that such issuance will not be prohibited by Section 4.9a single class. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company Holders or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations Affiliate of $1,000 and any integral multiple thereofthe Company.