Common use of Authentication, Delivery and Dating Clause in Contracts

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Partnership by any the Chairman of the following: its Board, Vice Chairman, its PresidentChief Executive Officer, any Executive Vice PresidentChief Financial Officer, any Senior Vice President, President or any other Vice President, under its corporate seal reproduced thereon President of the General Partner and attested by its Corporate Secretaryneed not be attested. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company General Partner shall bind the CompanyPartnership, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, the Partnership may deliver Securities executed by the Partnership to the Trustee or either an Authenticating Agent for authentication, together with a Partnership Order for the authentication and delivery of themsuch Securities, and the Trustee in accordance with the Partnership Order shall (upon Company Order) authenticate and deliver such Securities; provided, however, that Exchange Securities shall be issuable only upon the valid surrender for original issue cancellation of Original Securities of a like aggregate principal amount, in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agentExchange Offer. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or any Guaranty or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with Notwithstanding the foregoing, if any Security Registrarshall have been authenticated and delivered hereunder but never issued and sold by the Partnership, Paying Agent or co-registrar not a party and the Partnership shall deliver such Security to the Trustee for cancellation as provided in Section 309 for all purposes of this Indenture, which such Security shall implement the provisions of this Indenture that relate be deemed never to such agent. The Company shall notify the Trustees of the name have been authenticated and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties delivered hereunder and shall never be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any the benefits of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new nameIndenture.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under a facsimile of its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities and an Opinion of Counsel in form and substance satisfactory to the Trustee, to the effect that (1) this Indenture has been qualified under the Trust Indenture Act, (2) all legally required proceedings by the Company in connection with the authorization and issuance of the Securities have been duly taken and all orders, consents or other authorizations or approvals legally required for the validity of the Securities have been obtained, and (3) the Securities have been duly authorized and executed and when authenticated in accordance with the terms of this Indenture will be legal, valid and binding obligations of the Company enforceable in accordance with their terms (subject to normal bankruptcy exceptions) and entitled to the benefits of this Indenture; and the Trustee in accordance with such Company OrderOrder shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. The Trustees Pursuant to the third paragraph of Section 301, the Company may appoint an authenticating agent reasonably acceptable to deliver Additional Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Securities and an Opinion of Counsel in form and substance satisfactory to the Trustee, to the effect that (1) this Indenture has been qualified under the Trust Indenture Act, (2) all legally required proceedings by the Company in connection with the authorization and issuance of the Securities have been duly taken and all orders, consents or other authorizations or approvals legally required for the validity of the Securities have been obtained, and (3) the Securities have been duly authorized and executed and when authenticated in accordance with the terms of this Indenture will be legal, valid and binding obligations of the Company enforceable in accordance with their terms (subject to normal bankruptcy exceptions) and entitled to the benefits of this Indenture, and, subject to Section 301 and compliance with this Section 303, the Trustee in accordance with the Company Order shall authenticate the and deliver such Securities. Each reference such Company Order shall be accompanied by an Officers' Certificate stating in this Indenture substance that the issuance of the Additional Securities to authentication by either Trustee includes authentication by such agentbe issued on the relevant Interest Payment Date will not conflict with, result in a breach or violation of or constitute a default under the terms of any agreement or instrument binding on the Company and its Subsidiaries. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security RegistrarIn case the Company, Paying Agent or co-registrar not a party pursuant to this IndentureArticle Eight, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be the surviving Personhave been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, Trustee upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. Two Officers shall sign the Securities for the Company. The Securities Company's seal shall be executed reproduced on behalf of the Company by Securities. An Officer shall sign the coupons attached to any of Bearer Security for the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryCompany. The signature of any of these officers Officer on the Securities or any coupons appertaining thereto may be manual or facsimile. Securities bearing If an Officer whose signature is on a Security or a coupon no longer holds that office at the manual or facsimile signatures of individuals who were at any time the proper officers of Trustee authenticates such Security, the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication Security and delivery of such Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security coupon shall be dated the date of its authenticationvalid nevertheless. No A Security or coupon shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a until the certificate of authentication substantially in on the form provided for herein duly executed Security is manually signed by the U.S. Trustee or on its behalf by an Authenticating Agent. The signature shall be conclusive evidence that the Canadian Trustee by manual signature of an authorized signatorySecurity has been authenticated under this Indenture. Notwithstanding the foregoing, and such certificate upon if any Security shall be conclusive evidence, and the only evidence, that such Security has have been duly authenticated and delivered hereunder. The hereunder but never issued and sold by the Company, and the Company shall enter into deliver such Security to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Sections 11.04 and 11.05 and need not be accompanied by an appropriate agency agreement with Opinion of Counsel) stating that such Security has not been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed not to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture. 16 At any Security Registrar, Paying Agent or co-registrar not a party time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon appertaining thereto executed by the Company to the Trustee for authentication, and the Trustee shall, subject to the provisions hereof and of such Securities, authenticate said Securities and deliver said Securities and any coupons appertaining thereto to or upon the written order of the Company, signed by two Officers or by an Officer and an Assistant Treasurer of the Company, without any further action by the Company. Unless otherwise specified as contemplated by Section 2.02, no Bearer Security shall be mailed or otherwise delivered to any location in the United States. Further, a Bearer Security (including a permanent global Bearer Security) may be delivered only if all applicable certification and other requirements specified as contemplated by Section 2.02 with respect to the Securities of or within such series have been satisfied with respect to such Bearer Security (or, if applicable, a Predecessor Security). Except as permitted by Section 2.09, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of a series are to be issued at one time and if the resolution of the Board of Directors or indenture supplemental hereto establishing such series as contemplated by Sections 2.01 and 2.02 shall so permit, the written order of the Company may set forth procedures acceptable to the Trustee for the issuance of such Securities and for determining the form of terms of particular Securities of such series including, but not limited to, interest rate, maturity date, date of issuance and date from which interest shall implement accrue. If the form or forms or terms of Securities of the series and any related coupons have been established in or pursuant to one or more resolutions of the Board of Directors or indentures supplemental hereto as permitted by Sections 2.01 and 2.02, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating, (1) if the form or forms of such Securities and any coupons have been established by or pursuant to a resolution of the Board of Directors or indenture supplemental hereto, that such form or forms have been established in conformity with the provisions of this Indenture Indenture; (2) if the terms of such Securities and any coupons have been established by or pursuant to a resolution of the Board of Directors or indenture supplemental hereto, that relate such terms have been established in conformity with the provisions of this Indenture; and (3) that such Securities together with any coupons appertaining thereto, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights, to general equitable principles and to such agent. The Company other qualifications as such counsel shall notify conclude do not materially affect the Trustees rights of the name Holders of such Securities and address any coupons; provided, however, that, with respect to Securities of any such agent. If the Company fails a series which are not to maintain a Security Registrar or Paying Agentbe issued at one time, the Trustees shall perform such duties and Trustee shall be entitled to appropriate compensation therefor receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities of such series and that the opinions described in clauses (2) and (3) above may state, respectively, (a) that, when the terms of such Securities and any coupons shall have been established pursuant to Section 607. The a written order of the Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, procedures as may be specified from time to time, at the request time by a written order of the successor PersonCompany, be exchanged for other Securities executed all as contemplated by and in the name accordance with a resolution of the successor Person with such changes in phraseology and form as may be appropriateBoard of Directors or an Officers' Certificate pursuant to a resolution of the Board of Directors or indenture supplemental hereto, but otherwise in substance of like tenor as the Securities surrendered for case may be, such exchange and terms will have been established in conformity with the provisions of like principal amountthis Indenture; and (b) that such Securities and any coupons appertaining thereto, when (i) executed by the TrusteesCompany, or either of them(ii) completed, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered by the Trustee in any new name of a successor Person pursuant to accordance with this Section in exchange or substitution for or upon registration of transfer of any SecuritiesIndenture, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated (iii) issued and delivered in such new name.17

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive President or a Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities directing the Trustee to authenticate the Securities and certifying that all conditions 33 41 precedent to the issuance of Securities contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities. On Company Order. The Trustees may appoint , the Trustee shall authenticate for original issue Exchange Securities in an authenticating agent reasonably acceptable aggregate principal amount not to exceed $225,000,000 plus the aggregate principal amount of any Additional Securities issued; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Securities of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration Rights Agreement and a Company Order for the authentication of such securities certifying that all conditions precedent to authenticate the issuance have been complied with (including the effectiveness of a registration statement related thereto). In each case, the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Securities. Each reference in this Indenture Such order shall specify the amount of Securities to authentication by either Trustee includes authentication by such agentbe authenticated and the date on which the original issue of Initial Securities or Exchange Securities is to be authenticated. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Exhibit A duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle VIII, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets substantially as an entirety to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article EightVIII, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.. 34 42

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of the followingfollowing officers: its Chairman, its Vice Chairman, its President, any Executive Vice President, any Senior Vice President, Presidents or any other Vice Presidentits Treasurer, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, Trustee shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with an aggregate principal amount of up to U.S.$750,000,000, provided that, if the Company shall issue any Additional Securities pursuant to Section 301, the Trustee shall authenticate and deliver such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable Additional Securities upon delivery to the Trustee of a Company Order accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by original issue of such agentAdditional Securities have been complied with. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security RegistrarIn case the Company, Paying Agent or co-registrar not a party pursuant to this IndentureArticle Eight, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such amalgamation, Security Registrarconsolidation, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. Ifsurviving such merger, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be the surviving Personhave been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriateappropriate (but which shall not affect the rights or duties of the Trustee), but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, Chief Financial Officer, its President, any Executive President or a Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either the Company may deliver Initial Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of themsuch Initial Securities, shall (upon Company Order) authenticate and deliver Securities for original issue the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Securities. On Company Order. The Trustees may appoint , the Trustee shall authenticate for original issue Exchange Securities in an authenticating agent reasonably acceptable aggregate principal amount not to exceed $275,000,000; provided that such Exchange Securities shall be issuable only upon the valid -------- surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration Rights Agreement. In each case, the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company to authenticate the that it may reasonably request in connection with such authentication of Securities. Each reference in this Indenture Such order shall specify the amount of Securities to authentication by either Trustee includes authentication by such agentbe authenticated and the date on which the original issue of Initial Securities or Exchange Securities is to be authenticated. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Exhibit A duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets substantially as an entirety to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. Section 304. Temporary Securities. ---------------------------------- Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentChief Executive Officer, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal or a facsimile thereof reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees Order shall either at one time or from time to time pursuant to such instructions as may appoint an authenticating agent reasonably acceptable to the Company to be described therein shall authenticate the Securities. Each reference and deliver such Securities as in this Indenture provided and not otherwise. Such Company Order shall specify the amount of Securities to authentication by either Trustee includes authentication by be authenticated and the date on which the original issue of Securities is to be authenticated, and shall certify that all conditions precedent to the issuance of such agentSecurities contained in this Indenture have been complied with. The aggregate principal amount of Securities Outstanding at any time may not exceed the amount set forth above except as provided in Section 306. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. The Company shall enter into Trustee may appoint an appropriate agency agreement with any Security Registrar, Paying Authenticating Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to the terms of Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name614.

Authentication, Delivery and Dating. The Securities Debentures shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentVice Chairman of the Board, any its Chief Financial Officer, its Chief Executive Officer, its President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities Debentures may be manual or facsimile. Securities Debentures bearing the manual or facsimile signatures of individuals who were at any time 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 Securities Debentures or did not hold such offices at the date of such SecuritiesDebentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debentures executed by the Company to the Trustee for authentication. Debentures may be authenticated on original issuance from time to time and delivered pursuant to such procedures acceptable to the Trustee ("Procedures") as may be specified from time to time by Company Order. Procedures may authorize authentication and delivery pursuant to oral instructions of the Company or a duly authorized agent, which instructions shall be promptly confirmed in writing. Prior to the delivery of a Debenture in any such form to the Trustee for authentication, the Company shall deliver to the Trustee a Company Order requesting the Trustee's authentication and delivery of all or a portion of the Debentures, and if less than all, setting forth procedures for such authentication. The Trustees, or either of them, shall (upon Company Order) authenticate and deliver Securities for original issue Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall 30 31 authenticate the Securities. Each reference and deliver such Debentures as in this Indenture to authentication by either Trustee includes authentication by such agentprovided and not otherwise. Each Security Debenture shall be dated the date of its authentication. No Security Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Debenture a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security Debenture shall be conclusive evidence, and the only evidence, that such Security Debenture has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its President, any Executive Vice President, any Senior Vice President, President or any other Vice President, under one of its corporate seal reproduced thereon Vice-Presidents and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The Any such signature of any of these officers on the Securities may be manual or facsimileprinted or otherwise mechanically reproduced and may, but need not be, under or accompanied by the corporate seal of the Company or a reproduction thereof. The coupons shall bear the printed or otherwise mechanically reproduced signature of the Treasurer or an Assistant Treasurer of the Company. Securities and coupons appertaining thereto bearing the manual printed or facsimile otherwise mechanically reproduced signatures of individuals any Person who were was at any time the proper officers officer of the Company shall bind the Company, notwithstanding that such individuals or any of them have Person has ceased to hold such offices office prior to the authentication and delivery of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities or did not hold such offices at executed by the date Company to the Trustee, together with a Company Order for the authentication and delivery of such Securities. The Trustees, or either of them, shall (upon Company Order) authenticate ; and deliver Securities for original issue the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as in this Indenture to authentication by either Trustee includes authentication by such agentprovided and not otherwise. Each Security shall be dated the date of its authentication. No Security or coupon appertaining thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an one of its authorized signatoryofficers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party Subject to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name Section 305 and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agentexcept as permitted by Section 306, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement any Coupon Security unless all appurtenant coupons for interest then matured have been detached and cancelled. The definitive Securities as specified in such request for the purpose and coupons shall be typewritten, printed, lithographed or engraved or produced by any combination of such exchange. If replacement Securities shall at any time these methods or may be authenticated and delivered produced in any new name of a successor Person pursuant other manner not contrary to this Section in exchange or substitution for or upon registration of transfer the rules of any Securities, such successor Person, at securities exchange on which the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities may at the time Outstanding held be listed, all as determined by the officers executing such Holder for Securities authenticated and delivered in Securities, as evidenced by their signing of such new nameSecurities.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any (i) the Chairman or a Vice Chairman of the following: Board of Directors or its Chairman, President or one of its President, any Executive Vice President, any Senior Vice President, Presidents and (ii) its Treasurer or any other Vice PresidentAssistant Treasurer or its Secretary or any Assistant Secretary, under its corporate seal reproduced thereon and attested by its Corporate Secretarywhich may, but need not, be attested. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either the Company may deliver Securities of themany series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order and subject to the provisions hereof shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company OrderSecurities. The Trustees may appoint an authenticating agent Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agentTrustee. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.substantially

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal impressed or reproduced thereon and attested by its Corporate SecretarySecretary or one of its 44 Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as in this Indenture to authentication by either Trustee includes authentication by such agentprovided and not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement execute and the Trustee shall, in accordance with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name Section and address of any such agent. If the Company fails Order with respect to maintain a Security Registrar the Securities, for so long as the Securities are to be issued in whole or Paying Agentin part in the form of one or more Book- Entry Securities, the Trustees authenticate and deliver one or more Book- Entry Securities in definitive form that (i) shall perform such duties represent and shall be entitled denominated in an amount equal to appropriate compensation therefor the aggregate principal amount of the Outstanding Securities to be represented by such Book-Entry Security or Securities, (ii) shall be registered in the name of the Depositary for such Book-Entry Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instructions and (iv) shall bear a legend substantially to the following effect: transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Each Depositary appointed pursuant to Section 607. The Company or any 305 for a Book-Entry Security in registered form must, at the time of its Wholly Owned Restricted Subsidiaries incorporated in appointment and at all times while it serves as Depositary, be a clearing agency registered under the United States may act as Paying AgentExchange Act and any other applicable statute or regulation. In case the Company, Security Registrarpursuant to Article Eight, co-registrar shall be consolidated or merged with or into any other Person or shall convey, transfer agent. The Company initially appoints or lease all or substantially all of its Property to any Person, and the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. Ifsuccessor Person resulting from such consolidation, after the occurrence of a transaction or a series of related transactions referred to in Section 801surviving such merger, or into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, transfer or lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive a Vice President, any Senior Vice President, President or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryTreasurer. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either the Company may deliver Initial Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of themsuch Initial Securities directing the Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of Securities contained herein have been fully complied with, shall (upon Company Order) authenticate and deliver Securities for original issue the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Securities. On Company Order. The Trustees may appoint , the Trustee shall authenticate for original issue Exchange Securities in an authenticating agent reasonably acceptable aggregate principal amount not to exceed $100,000,000 plus the aggregate principal amount of any Additional Securities issued; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Securities of a like aggregate principal amount in accordance with Section 305 hereof, an Exchange Offer pursuant to the Registration Rights Agreement and a Company Order for the authentication of such securities certifying that all conditions precedent to authenticate the issuance have been complied with (including the effectiveness of a registration statement related thereto). In each case, the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Securities. Each reference in this Indenture Such order shall specify the amount of Securities to authentication by either Trustee includes authentication by such agentbe authenticated and the date on which the original issue of Initial Securities or Exchange Securities is to be authenticated. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Exhibit A duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle VIII, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets substantially as an entirety to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article EightVIII, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: Board, its ChairmanVice Chairman of the Board, its President, any Executive its Chief Financial Officer or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under a facsimile of its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature Secretary or one of any of these officers on the Securities may be manual or facsimileits Assistant Secretaries. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, Company notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesNY12534: 53599.4 At any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company and having endorsed thereon the Subsidiary Guarantees executed as provided in Section 1202 by the Subsidiary Guarantors to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities with such Subsidiary Guarantees endorsed thereon; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities with such Subsidiary Guarantees endorsed thereon as in this Indenture to authentication by either Trustee includes authentication by such agentprovided and not otherwise. Each Security shall be dated the date of its authentication. No Security or Subsidiary Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement be entitled, subject to Section 301, to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable to such series. The Securities issued on the Issue Date and any Security Registrar, Paying Agent or co-registrar not Additional Securities shall be treated as a party to single series for all purposes under this Indenture, which shall implement the provisions of this Indenture that relate . With respect to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Additional Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not provide the Trustee with appropriate evidence that the Additional Securities have been duly authorized and issued and set forth in a Board Resolution and an Officers' Certificate or such other appropriate evidence that the Additional Securities have been duly authorized and issued, a copy of each of which shall be delivered to the surviving PersonTrustee, containing the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.following information:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the following: its ChairmanBoard, its President, any its Chief Executive Officer, its Chief Financial Officer or one of its Vice President, any Senior Vice President, or any other Vice President, Presidents under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature signatures of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee (with or without Guarantees endorsed thereon) for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture to authentication by either Trustee includes authentication by such agentand not otherwise. Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture, which shall implement . In case the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated Guarantor, pursuant to Article Eight, shall, in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a single transaction or through a series of related transactions referred transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to in Section 801, the Company shall not be the surviving any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates. If an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security such Security shall be valid nevertheless.

Authentication, Delivery and Dating. (a) ---------------------------------------------- The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentChairman and Chief Executive Officer - Nationwide Insurance Enterprise, any Executive its President and Chief Operating Officer or one of its Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryPresidents. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as in this Indenture provided and not otherwise. Notwithstanding the provisions of the preceding paragraph, if all Securities are not to be originally issued at one time, it shall not be necessary to deliver the Company Order otherwise required pursuant to such preceding paragraph at or prior to the time of authentication by either Trustee includes of each such Security if the Company Order is delivered at or prior to the authentication by such agentupon original issuance of the first Security to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. The Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall enter into an appropriate agency agreement with any deliver such Security Registrarto the Trustee for cancellation as provided in Section 309, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions for all purposes of this Indenture that relate such Security shall be deemed never to such agent. The Company shall notify the Trustees of the name have been authenticated and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties delivered hereunder and shall never be entitled to appropriate compensation therefor pursuant to Section 607the benefits of this Indenture. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated Minor typographical and other minor errors in the United States may act as Paying Agent, text of any Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be affect the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology validity and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose enforceability of such exchange. If replacement Securities shall at any time be Security if it has been duly authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at by the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new nameTrustee.

Authentication, Delivery and Dating. The Securities Bonds shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its President, any Executive its Chief Financial Officer, one of its Vice President, any Senior Vice President, Presidents or any other Vice Presidentits Treasurer, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities Bonds bearing the manual or facsimile signatures of individuals who were at any time 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 Securities Bonds or did not hold such offices at the date of such SecuritiesBonds. The Trustees, or either of them, Trustee shall (upon Company Order) authenticate and deliver Securities Bonds from time to time for original issue in accordance with such up to the aggregate principal amount of $1,500,000, upon a Company OrderOrder specifying the amount of Bonds to be authenticated and the date on which the Bonds are to be authenticated. The Trustees aggregate principal amount of Bonds outstanding at any time may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securitiesnot exceed $1,500,000. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security Bond shall be dated the date of its authentication. No Security Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Bond a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryAuthenticating Agent, and such executed certificate upon any Security Bond shall be conclusive evidence, and the only evidence, that such Security Bond has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. The Notwithstanding the foregoing, if any Bond shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall enter into an appropriate agency agreement deliver such Bond to the Trustee for cancellation as provided in SECTION 308 together with any Security Registrara written statement (which need not comply with SECTION 102) stating that such Bond has never been issued and sold by the Company, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions for all purposes of this Indenture that relate such Bond shall be deemed never to such agent. The Company shall notify the Trustees of the name have been authenticated and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties delivered hereunder and shall never be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any the benefits of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new nameIndenture.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the following: its ChairmanBoard, its President, any its Chief Executive Officer, its Chief Financial Officer or one of its Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryPresidents. The signature signatures of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture to authentication by either Trustee includes authentication by such agentand not otherwise. Each Security shall be dated the date of its authentication. No Security endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated Article Eight, shall, in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a single transaction or through a series of related transactions referred transactions, be consolidated, amalgamated, combined or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to in Section 801any Person, and the successor Person resulting from such consolidation, amalgamation, or combination or surviving such merger, or into which the Company shall not be the surviving Personhave been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, amalgamation, consolidationcombination, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates. If an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security such Security shall be valid nevertheless.

Authentication, Delivery and Dating. Upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Security Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Security Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holder and deliver such Security Certificates. The Securities Security Certificates shall be executed on behalf of the Company by any its [Chairman of the following: its ChairmanBoard, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryPresidents]. The signature of any of these officers on the Securities Security Certificates may be manual or facsimile. Securities Security Certificates bearing the manual or facsimile signatures of individuals who were at any time 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 Securities Security Certificates or did not hold such offices at the date of such SecuritiesSecurity Certificates. The TrusteesNo Purchase Contract underlying a Security evidenced by a Security Certificate shall be valid until such Security Certificate has been executed on behalf of the Holder by the manual signature of an authorized signatory of the Agent, or either as such Holder's attorney-in-fact. Such signature by an authorized signatory of them, the Agent shall (upon Company Order) authenticate and deliver be conclusive evidence that the Holder of such Security Certificate has entered into the Purchase Contracts underlying the Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication evidenced by such agentSecurity Certificate. Each Security Certificate shall be dated the date of its authentication. No Security Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Security Certificate a certificate of authentication substantially in the form provided for herein duly executed by an authorized signatory of the U.S. Trustee or by the Canadian Trustee Agent by manual signature of an authorized signatorysignature, and such certificate upon any Security Certificate shall be conclusive evidence, and the only evidence, that such Security Certificate has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities Junior Subordinated Debentures shall be executed on behalf of the Company by any of the following: its ChairmanChief Executive Officer, its President, any Executive Vice President, any Senior Vice President, President or any other Vice President, under its corporate seal reproduced thereon President and attested by its Corporate Secretary or Assistant Secretary. The signature of any of these officers on the Securities Junior Subordinated Debentures may be manual or facsimile. Securities Junior Subordinated Debentures bearing the manual or facsimile signatures of individuals who were at any time 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 Securities Junior Subordinated Debentures or did not hold such offices at the date of such SecuritiesJunior Subordinated Debentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Junior Subordinated Debentures executed by the Company to the Trustee for authentication, together with a Company order for the authentication and delivery of such Junior Subordinated Debentures. The Trustees, or either of them, shall (upon Company Order) authenticate and deliver Securities for original issue Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to order shall authenticate the Securities. Each reference and deliver such Junior Subordinated Debentures as provided in this Indenture to authentication by either Trustee includes authentication by such agentand not otherwise. Each Security Upon the initial issuance, each Junior Subordinated Debenture shall be dated ________________, 2000, and thereafter Junior Subordinated Debentures issued hereunder shall be dated the date of its their authentication. No Security Junior Subordinated Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Junior Subordinated Debenture a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security Junior Subordinated Debenture shall be conclusive evidence, and the only evidence, that such Security Junior Subordinated Debenture has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. Upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Security Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Security Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holder and deliver such Security Certificates. The Securities Security Certificates shall be executed on behalf of the Company by any of the following: its ChairmanChief Executive Officer, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities Security Certificates may be manual or facsimile. Securities Security Certificates bearing the manual or facsimile signatures of individuals who were at any time 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 Securities Security Certificates or did not hold such offices at the date of such SecuritiesSecurity Certificates. The TrusteesNo Purchase Contract underlying a Security evidenced by a Security Certificate shall be valid until such Security Certificate has been executed on behalf of the Holder by the manual signature of an authorized signatory of the Agent, or either as such Holder's attorney-in-fact. Such signature by an authorized signatory of them, the Agent shall (upon Company Order) authenticate and deliver be conclusive evidence that the Holder of such Security Certificate has entered into the Purchase Contracts underlying the Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication evidenced by such agentSecurity Certificate. Each Security Certificate shall be dated the date of its authentication. No Security Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Security Certificate a certificate of authentication substantially in the form provided for herein duly executed by an authorized signatory of the U.S. Trustee or by the Canadian Trustee Agent by manual signature of an authorized signatorysignature, and such certificate upon any Security Certificate shall be conclusive evidence, and the only evidence, that such Security Certificate has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentVice Chairman of the Board, its President or by any Executive Vice President, together with any Senior Vice Presidentone of the Treasurer, any Assistant Treasurer, the Secretary or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryAssistant Secretary of the Company. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall enter into an appropriate agency agreement with any deliver such Security Registrarto the Trustee for cancellation as provided in Section 309, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions for all purposes of this Indenture that relate such Security shall be deemed never to such agent. The Company shall notify the Trustees of the name have been authenticated and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties delivered hereunder and shall never be entitled to appropriate compensation therefor pursuant the benefits of this Indenture. The Trustee shall, subject to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent301, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for original issue upon Company Order. Such Company Order shall specify the purpose date on which the original issue of such exchange. If replacement Securities shall at any time is to be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution shall further provide instructions concerning registration, amounts for or upon registration of transfer of any Securities, such successor Person, at the option of any each Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new namedelivery.

Authentication, Delivery and Dating. (a) Upon the execution and delivery of this Indenture, the Issuer will execute and deliver Debt Securities in an aggregate principal amount not in excess of $5,000,000 to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of the Debt Securities, and the Trustee in accordance with the Issuer Order shall authenticate and deliver the Debt Securities. The Securities Trustee shall be executed on behalf of the Company by any of the following: its Chairmanentitled to receive, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 the Debt Securities, an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Debt Securities have been complied with and as to the absence of any event that is, or did after notice or lapse of time or both would become, a Default. (b) The Trustee shall not hold such offices at be required to authenticate any Debt Securities if the date issuance of such Securities. The TrusteesDebt Securities pursuant to this Indenture will adversely affect the Trustee's own rights, duties or either of them, shall (upon Company Order) authenticate immunities under the Debt Securities and deliver Securities for original issue this Indenture or otherwise in accordance with such Company Order. The Trustees may appoint an authenticating agent a manner which is not reasonably acceptable to the Company to authenticate the Securities. Trustee. (c) Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Debt Security shall be dated the date of its authentication. . (d) No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the form forms provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee an Authenticating Agent by manual signature of an one of its authorized signatoryofficers, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, President or any other a Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary or an Assistant Secretary. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. The seal of the 26 19 Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the and deliver such Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Exhibit A, duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any its Chairman of the following: its ChairmanBoard, its PresidentVice Chairman of the Board, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryPresidents. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding notwith standing that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon Company Order) authenticate and the Issuer may deliver Securities executed by the Issuer and having endorsed (by attachment or imprint) thereon the Guarantee executed as provided in Section 1302 by the Guarantor to the Trustee for original issue authentication, together with an Issuer Order for the authentication and delivery of such Securities with such Guarantee endorsed thereon; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Issuer Order shall authenticate the Securities. Each reference and deliver such Securities with such Guarantee endorsed thereon as in this Indenture to authentication by either Trustee includes authentication by such agentprovided and not otherwise. Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement hereunder and that the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new nameGuarantee has been duly endorsed thereon.

Authentication, Delivery and Dating. Two Officers shall sign the Securities for the Company. The Securities Company's seal shall be executed reproduced on behalf of the Company by Securities. An Officer shall sign the coupons attached to any of Bearer Security for the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryCompany. The signature of any of these officers Officer on the Securities or any coupons appertaining thereto may be manual or facsimile. Securities bearing If an Officer whose signature is on a Security or a coupon no longer holds that office at the manual or facsimile signatures of individuals who were at any time the proper officers of Trustee authenticates such Security, the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication Security and delivery of such Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security coupon shall be dated the date of its authenticationvalid nevertheless. No A Security or coupon shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a until the certificate of authentication substantially in on the form provided for herein duly executed Security is manually signed by the U.S. Trustee or on its behalf by an Authenticating Agent. The signature shall be conclusive evidence that the Canadian Trustee by manual signature of an authorized signatorySecurity has been authenticated under this Indenture. Notwithstanding the foregoing, and such certificate upon if any Security shall be conclusive evidence, and the only evidence, that such Security has have been duly authenticated and delivered hereunder. The hereunder but never issued and sold by the Company, and the Company shall enter into deliver such Security to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Sections 11.04 and 11.05 and need not be accompanied by an appropriate agency agreement with Opinion of Counsel) stating that such Security has not been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed not to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture. At any Security Registrar, Paying Agent or co-registrar not a party time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon appertaining thereto executed by the Company to the Trustee for authentication, and the Trustee shall, subject to the provisions hereof and of such Securities, 16 authenticate said Securities and deliver said Securities and any coupons appertaining thereto to or upon the written order of the Company, signed by two Officers or by an Officer and an Assistant Treasurer of the Company, without any further action by the Company. Unless otherwise specified as contemplated by Section 2.02, no Bearer Security shall be mailed or otherwise delivered to any location in the United States. Further, a Bearer Security (including a permanent global Bearer Security) may be delivered only if all applicable certification and other requirements specified as contemplated by Section 2.02 with respect to the Securities of or within such series have been satisfied with respect to such Bearer Security (or, if applicable, a Predecessor Security). Except as permitted by Section 2.09, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of a series are to be issued at one time and if the resolution of the Board of Directors or indenture supplemental hereto establishing such series as contemplated by Sections 2.01 and 2.02 shall so permit, the written order of the Company may set forth procedures acceptable to the Trustee for the issuance of such Securities and for determining the form of terms of particular Securities of such series including, but not limited to, interest rate, maturity date, date of issuance and date from which interest shall implement accrue. If the form or forms or terms of Securities of the series and any related coupons have been established in or pursuant to one or more resolutions of the Board of Directors or indentures supplemental hereto as permitted by Sections 2.01 and 2.02, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating, (1) if the form or forms of such Securities and any coupons have been established by or pursuant to a resolution of the Board of Directors or indenture supplemental hereto, that such form or forms have been established in conformity with the provisions of this Indenture Indenture; (2) if the terms of such Securities and any coupons have been established by or pursuant to a resolution of the Board of Directors or indenture supplemental hereto, that relate such terms have been established in conformity with the provisions of this Indenture; and (3) that such Securities together with any coupons appertaining thereto, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights, to general equitable principles and to such agent. The Company other qualifications as such counsel shall notify conclude do not materially affect the Trustees rights of the name Holders of such Securities and address any coupons; provided, however, that, with respect to Securities of any such agent. If the Company fails a series which are not to maintain a Security Registrar or Paying Agentbe issued at one time, the Trustees shall perform such duties and Trustee shall be entitled to appropriate compensation therefor receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities of such series and that the opinions described in clauses (2) and (3) above may state, respectively, (a) that, when the terms of such Securities and any coupons shall have been established pursuant to Section 607. The a written order of the Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, procedures as may be specified from time to time, at the request time by a written order of the successor PersonCompany, be exchanged for other all as contemplated by and in accordance with a resolution of the Board of Directors or an Officers' Certificate pursuant to a resolution of the Board of Directors or indenture supplemental hereto, as the case may be, such terms will have been established in conformity with the provisions of this Indenture; and (b) that such Securities and any coupons appertaining thereto, when (i) executed by the Company, (ii) completed, authenticated and delivered by the Trustee in accordance with this Indenture, (iii) issued and delivered by the Company and (iv) paid for, all as contemplated by and in accordance with the aforesaid written order of the Company or specified procedures, as the case may be, and in the name of the successor Person with such changes in phraseology manner and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as subject to any conditions specified in such request for Opinion of Counsel, will constitute valid and legally binding obligations of the purpose Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such exchangeSecurities and any coupons. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.17

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any its Chairman of the following: its ChairmanBoard, its PresidentVice Chairman of the Board, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryPresidents. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon Company Order) authenticate and the Issuer may deliver Securities executed by the Issuer, together with an Issuer Order for original issue the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Issuer Order shall authenticate the Securities. Each reference and deliver such Securities as in this Indenture provided and not otherwise. No Security may be originally issued after the original issue date for another Security if a default in the payment of any interest upon any Security has occurred and is continuing. A Security issued pursuant to authentication by either Trustee includes authentication by such agentSection 304, 305, 306, 307, 906 or 1108 shall be deemed to have been originally issued on the earliest date on which a predecessor Security was issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Trust by any of the following: its Chairman or a Vice Chairman, its President, any Executive Vice President, any Senior Vice President, President or any other a Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary or an Assistant Secretary, Treasurer or Assistant Treasurer. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Trust shall bind the CompanyTrust, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either the Trust may deliver Initial Securities executed by the Trust to the Trustee for authentication, together with a Trust Order for the authentication and delivery of themsuch Initial Securities, shall (upon Company Order) authenticate and deliver Securities for original issue the Trustee in accordance with such Company Trust Order shall authenticate and deliver for original issue Initial Securities in the aggregate principal amount of $200,000,000. On a Trust Order. The Trustees may appoint , the Trustee or an authenticating agent reasonably acceptable shall authenticate for original issue Exchange Securities in an aggregate principal amount not to exceed $200,000,000; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Company Registration Rights Agreement. The Officers' Certificate and Opinion of Counsel provided for in Section 103 shall not be applicable to the initial Trust Order to authenticate and deliver the SecuritiesInitial Securities to the Initial Purchasers. Each reference In each case thereafter, the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Trust in this Indenture connection with such authentication of Securities as provided in Section 103. Such Trust Order shall specify the amount of Securities to authentication by either Trustee includes authentication by such agentbe authenticated and the date on which the original issue of Initial Securities or Exchange Securities is to be authenticated. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Exhibit A duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Trust, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to appropriate compensation therefor pursuant to Section 607. The Company any other Person or Persons or permit any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a to enter into any such transaction or a series of related transactions referred where such transaction or series of related transactions, in the aggregate, would result in the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of the Trust and its Restricted Subsidiaries on a consolidated basis to in Section 801any other Person or Persons, the Company shall not be the surviving Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Trust shall have been merged, or the Person or Persons which shall have received a sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Trust Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of the followingfollowing officers: its Chairman, any Vice-Chairman, its President, any Executive Vice President, any Senior Vice President, Vice-President or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryTreasurer. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, Trustee shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with an aggregate principal amount of up to U.S.$280,000,000, provided that, if the Company shall issue any Additional Securities pursuant to Section 301, the Trustee shall authenticate and deliver such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable Additional Securities upon delivery to the Trustee of a Company Order accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by original issue of such agentAdditional Securities have been complied with. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security RegistrarIn case the Company, Paying Agent or co-registrar not a party pursuant to this IndentureArticle Eight, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such amalgamation, Security Registrarconsolidation, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. Ifsurviving such merger, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be the surviving Personhave been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriateappropriate (but which shall not affect the rights or duties of the Trustee), but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities of each series shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, a Vice Chairman of the Board, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either the Company may deliver Securities of themany series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall (upon Company Order) authenticate and deliver such Securities. Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities for original issue in accordance with of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 301 or the Company Order otherwise required pursuant to such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable preceding paragraph at or prior to the Company time of authentication of each Security of such series if such documents are delivered at or prior to authenticate the Securities. Each reference in this Indenture authentication upon original issuance of the first Security of such series to authentication by either Trustee includes authentication by such agentbe issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall enter into deliver such Security to the Trustee for cancellation as provided in Section 309, together with a written statement (which need not comply with Section 102 and need not be accompanied by an appropriate agency agreement with any Opinion of Counsel) stating that such Security Registrarhas never been issued and sold by the Company, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions for all purposes of this Indenture that relate such Security shall be deemed never to such agent. The Company shall notify the Trustees of the name have been authenticated and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties delivered hereunder and shall never be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any the benefits of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new nameIndenture.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, President or any other a Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary or an Assistant Secretary. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the and deliver such Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets substantially as an entirety to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. Subject to the provisions of Section 309 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Unit Certificates executed by the Company to the Unit Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Unit Certificates, and the Unit Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and make such Unit Certificates available for delivery. The Securities Unit Certificates shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentVice Chairman of the Board, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities Unit Certificates may be manual or facsimile. Securities Unit Certificates bearing the manual or facsimile signatures of individuals who were at any time 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 Securities Unit Certificates or did not hold such offices at the date of such Securities. The Trustees, or either of them, shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the SecuritiesUnit Certificates. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security Unit Certificate shall be dated the date of its authentication. No Security Purchase Contract or Call Option underlying a Unit evidenced by a Unit Certificate shall be valid until such Unit Certificate has been executed on behalf of the Holder by the manual signature of an authorized signatory of the Unit Agent, as such Holder's attorney-in-fact. Such signature by an authorized signatory of the Unit Agent shall be conclusive evidence that the Holder of such Unit Certificate has entered into the Purchase Contracts and Call Options underlying the Units evidenced by such Unit Certificate. No Unit Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Security Unit Certificate a certificate of authentication substantially in the form provided for herein duly executed by an authorized signatory of the U.S. Trustee or by the Canadian Trustee Unit Agent by manual signature of an authorized signatorysignature, and such certificate upon any Security Unit Certificate shall be conclusive evidence, and the only evidence, that such Security Unit Certificate has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name304.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentChief Executive Officer, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal or a facsimile thereof reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees Order shall either at one time or from time to time pursuant to such instructions as may appoint an authenticating agent reasonably acceptable to the Company to be described therein authenticate the Securities. Each reference and deliver such Securities as in this Indenture provided and not otherwise. Such Company Order shall specify the amount of Securities to authentication by either Trustee includes authentication by be authenticated and the date on which the original issue of Securities is to be authenticated, and shall certify that all conditions precedent to the issuance of such agentSecurities contained in this Indenture have been complied with. The aggregate principal amount of Securities Outstanding at any time may not exceed the amount set forth above except as provided in Section 306. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of the Indenture. The Company shall enter into Trustee may appoint an appropriate agency agreement with any Security Registrar, Paying Authenticating Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to the terms of Section 607614. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.44

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the following: its ChairmanBoard, its President, any its Chief Executive Officer, its Chief Operating Officer, its Chief Financial Officer or one of its Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon Presidents and attested by its Corporate Secretary. The signature of any of these officers on the Securities may be manual or facsimilean authorized officer. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee with Guarantees endorsed thereon for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture to authentication by either Trustee includes authentication by such agentand not otherwise. Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement In case the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any Guarantor, pursuant to Article Eight, shall be consolidated, merged with or into any other Person or shall sell, assign, convey, transfer or lease substantially all of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar properties and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred assets to in Section 801, the Company shall not be the surviving any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the Person which shall have participated in the sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, transfer or lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates. If an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security such Security shall be valid nevertheless.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any its Chairman of the following: its ChairmanBoard, its PresidentVice Chairman of the Board, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon Company Order) authenticate and the Issuer may deliver Securities executed by the Issuer and having endorsed (by attachment or imprint) thereon the Guarantee executed as provided in Section 1302 by the Guarantor to the Trustee for original issue authentication, together with an Issuer Order for the authentication and delivery of such Securities with such Guarantee endorsed thereon; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Issuer Order shall authenticate the Securities. Each reference and deliver such Securities with such Guarantee endorsed thereon as in this Indenture to authentication by either Trustee includes authentication by such agentprovided and not otherwise. Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement hereunder and that the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new nameGuarantee has been duly endorsed thereon.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal affixed or reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any the time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as in this Indenture to authentication by either Trustee includes authentication by such agentprovided and not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Notwithstanding the foregoing, if the Caledonia Security or any other Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall enter into an appropriate agency agreement with any deliver such Security Registrarto the Trustee for cancellation as provided in Section 309, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions for all purposes of this Indenture that relate such Security shall be deemed never to such agent. The Company shall notify the Trustees of the name have been authenticated and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties delivered hereunder and shall never be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any the benefits of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new nameIndenture.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the following: its ChairmanBoard, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice President, Presidents under its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature Secretary or one of any of these officers on the Securities may be manual or facsimileits Assistant Secretaries. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at on the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture and not otherwise. Upon a Company Order, the Trustee shall authenticate and deliver an additional series of notes in an aggregate principal amount not to authentication exceed $100,000,000 for issuance in exchange for all or a portion of the Initial Securities previously issued and surrendered for cancellation pursuant to an exchange offer registered under the Securities Act, in accordance with the Registration Rights Agreement. The Exchange Notes may have such distinctive series designation and such changes in the form thereof as are specified in the Company Order referred to in the preceding sentence, and shall be guaranteed by either Trustee includes authentication by such agentthe Guarantors on substantially identical terms as the Initial Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement In case the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any Guarantor, pursuant to Article Eight, shall be consolidated, merged with or into any other Person or shall sell, assign, convey, transfer or lease substantially all of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar properties and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred assets to in Section 801, the Company shall not be the surviving any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, transfer or lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee (at the expense of the Company) may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of the followingfollowing officers: its Chairman, its Vice Chairman, its President, any Executive Vice PresidentPresidents or its Treasurer, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, Trustee shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with an aggregate principal amount of up to U.S.$470,000,000, provided that, if the Company shall issue any Additional Securities pursuant to Section 301, the Trustee shall authenticate and deliver such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable Additional Securities upon delivery to the Trustee of a Company Order accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by original issue of such agentAdditional Securities have been complied with. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security RegistrarIn case the Company, Paying Agent or co-registrar not a party pursuant to this IndentureArticle Eight, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such amalgamation, Security Registrarconsolidation, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. Ifsurviving such merger, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be the surviving Personhave been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriateappropriate (but which shall not affect the rights or duties of the Trustee), but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman, Chairman of the following: its ChairmanBoard, its President, any its Chief Executive Officer, its Chief Operating Officer, the CEO or one of its Vice President, any Senior Vice President, or any other Vice President, Presidents under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature signatures of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture to authentication by either Trustee includes authentication by such agentand not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. The Company shall enter into execute and the Trustee shall authenticate one or more Global Securities that (i) shall represent an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party aggregate amount equal to this Indenture, which shall implement the provisions aggregate principal amount of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act Outstanding Securities as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not have directed the Trustee to authenticate in the form of a Global Security or Global Securities, (ii) shall be registered in the surviving name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect (or in the form required by the Depositary): "THIS IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY SHALL NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." The Depositary must, at all times while it serves as such Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as, amended, and any other applicable statute or regulation. In case the Company, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: Board, its ChairmanVice Chairman of the Board, its President, any Executive its Chief Financial Officer or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under a facsimile of its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature Secretary or one of any of these officers on the Securities may be manual or facsimileits Assistant Secretaries. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, Company notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company and having endorsed thereon the Subsidiary Guarantees executed as provided in Section 1202 by the Subsidiary Guarantors to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities with such Subsidiary Guarantees endorsed thereon; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities with such Subsidiary Guarantees endorsed thereon as in this Indenture to authentication by either Trustee includes authentication by such agentprovided and not otherwise. Each Security shall be dated the date of its authentication. No Security or Subsidiary Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement be entitled, subject to Section 301, to issue Additional Securities under this Indenture which shall have identical terms as the Securities issued on the Issue Date, other than with respect to the date of issuance, issue price and amount of interest payable on the first payment date applicable to such series. The Securities issued on the Issue Date and any Security Registrar, Paying Agent or co-registrar not Additional Securities shall be treated as a party to single class for all purposes under this Indenture, which shall implement the provisions of this Indenture that relate . With respect to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Additional Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not provide the Trustee with appropriate evidence that the Additional Securities have been duly authorized and issued and set forth in a Board Resolution and an Officer's Certificate or such other appropriate evidence that the Additional Securities have been duly authorized and issued, a copy of each of which shall be delivered to the surviving PersonTrustee, containing the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.following information:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any at least one Officer of the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under Issuer and may (but need not) have its corporate or other seal or a facsimile thereof reproduced thereon and attested may be signed by manual or facsimile signature. If any Guarantees are to be endorsed on or attached to any Securities, and if such Guarantees provide for the execution thereof by the applicable Guarantors (it being understood and agreed that any such Guarantee may, but need not, provide for the execution by the applicable Guarantors), such Guarantees shall be executed on behalf of an Officer of each applicable Guarantor and may (but need not) have its Corporate Secretarycorporate or other seal or facsimile thereof reproduced thereon. The signature of any of these officers on the Securities any Guarantee may be manual or facsimile. Securities and any Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall Issuer or the applicable Guarantor, as the case may be, shall, to the fullest extent permitted by applicable law, bind the CompanyIssuer or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesSecurities At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities executed by the Issuer, to the Trustee for authentication and, provided that the Board Resolution or either Officer’s Certificate pursuant to a Board Resolution (and each Guarantor’s Board Resolution or Guarantor’s Officer’s Certificate pursuant to a Guarantor’s Board Resolution) or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and a Issuer Order for the authentication and delivery of themsuch Securities have been delivered to the Trustee, the Trustee in accordance with the Issuer Order and subject to the provisions hereof and of such Securities shall (upon Company Order) authenticate and deliver such Securities. Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such opinion, with such modifications as counsel shall deem appropriate, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate request by the Issuer that the Trustee authenticate Securities of such series for original issue will be deemed to be a certification by the Issuer that all conditions precedent provided for in accordance with this Indenture relating to authentication and delivery of such Company OrderSecurities continue to have been complied with. The Trustees may appoint Trustee shall not be required to authenticate or to cause an authenticating agent Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Company to authenticate Trustee or if the Securities. Each reference in this Indenture to authentication Trustee, being advised by either Trustee includes authentication by counsel, determines that such agentaction may not lawfully be taken. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 202 or 612 executed by or on behalf of the U.S. Trustee or by the Canadian Trustee Authenticating Agent by the manual signature of an one of its authorized signatory, and such signatories. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. Subject to the provisions of Section 3.13 and Section 3.14 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Certificates executed by the Company to the Purchase Contract Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Certificates, and the Purchase Contract Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holders and deliver such Certificates. The Securities Certificates shall be executed on behalf of the Company by any its Chairman of the following: Board of Directors, its ChairmanChief Executive Officer, its President, any Executive its Treasurer, one of its Vice President, any Senior Vice President, Presidents or any other Vice President, under one of its corporate seal reproduced thereon and attested by its Corporate SecretaryAssistant Treasurers. The signature of any of these officers on the Securities Certificates may be manual or facsimile. Securities Certificates bearing the manual or facsimile signatures of individuals who were at any time 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 Securities Certificates or did not hold such offices at the date of such SecuritiesCertificates. The TrusteesNo Purchase Contract evidenced by a Certificate shall be valid until such Certificate has been executed on behalf of the Holder by the manual signature of an authorized officer of the Purchase Contract Agent, or either as such Holder's attorney-in-fact. Such signature by an authorized officer of them, the Purchase Contract Agent shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with be conclusive evidence that the Holder of such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to Certificate has entered into the Company to authenticate the SecuritiesPurchase Contracts evidenced by such Certificate. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security Certificate shall be dated the date of its authentication. No Security Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Security Certificate a certificate of authentication substantially in the form provided for herein duly executed by an authorized officer of the U.S. Trustee or by the Canadian Trustee Purchase Contract Agent by manual signature of an authorized signatorysignature, and such certificate of authentication upon any Security Certificate shall be conclusive evidence, and the only evidence, that such Security Certificate has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Upon receipt by the Company of all of the Original Securities for exchange pursuant to the terms of the Note Purchase Agreements, the Company shall cancel all of the Original Securities and the Securities shall be executed on behalf of the Company by any its Chairman of the following: Board, its ChairmanVice Chairman of the Board, its President, any of its Executive Vice President, any or Senior Vice President, Presidents or any other one of its Vice PresidentPresidents, under its corporate seal reproduced thereon and attested by its Corporate SecretaryChief Financial Officer, Treasurer, Controller, Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture and after the receipt by the Company and cancellation of all of the Original Securities and the delivery of the Officers' Certificate referred to below, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as in this Indenture to authentication by either Trustee includes authentication by such agentprovided and not otherwise. Each Security shall be dated the date of its authentication. No Securities shall be executed, authenticated or delivered until all the issued and outstanding Original Securities shall have been tendered to the Company for exchange and cancelled and the Company has delivered an Officers' Certificate to such effect to the Trustee. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive President or a Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities directing the Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of Securities contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities. On Company Order. The Trustees may appoint , the Trustee shall authenticate for original issue Exchange Securities in an authenticating agent reasonably acceptable aggregate principal amount not to exceed $325,000,000 plus the aggregate principal amount of any Additional Securities issued; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Securities of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration Rights Agreement and a Company Order for the authentication of such securities certifying that all conditions precedent to authenticate the issuance have been complied with (including the effectiveness of a registration statement related thereto). In each case, the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Securities. Each reference in this Indenture Such order shall specify the amount of Securities to authentication by either Trustee includes authentication by such agentbe authenticated and the date on which the original issue of Initial Securities or Exchange Securities is to be authenticated. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Exhibit A duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any at least one Officer of the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under Issuer and may (but need not) have its corporate or other seal or a facsimile thereof reproduced thereon and attested may be signed by manual or facsimile signature. If any Guarantees are to be endorsed on or attached to any Securities, and if such Guarantees provide for the execution thereof by the applicable Guarantors (it being understood and agreed that any such Guarantee may, but need not, provide for the execution by the applicable Guarantors), such Guarantees shall be executed on behalf of an Officer of each applicable Guarantor and may (but need not) have its Corporate Secretarycorporate or other seal or facsimile thereof reproduced thereon. The signature of any of these officers on the Securities any Guarantee may be manual or facsimile. Securities and any Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall Issuer or the applicable Guarantor, as the case may be, shall, to the fullest extent permitted by applicable law, bind the CompanyIssuer or such Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities executed by the Issuer, to the Trustee for authentication and, provided that the Board Resolution or either Officer’s Certificate pursuant to a Board Resolution (and each Guarantor’s Board Resolution or Guarantor’s Officer’s Certificate pursuant to a Guarantor’s Board Resolution) or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Issuer Order for the authentication and delivery of themsuch Securities have been delivered to the Trustee, the Trustee in accordance with the Issuer Order and subject to the provisions hereof and of such Securities shall (upon Company Order) authenticate and deliver such Securities. Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time of issuance of each Security, but such opinion, with such modifications as counsel shall deem appropriate, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate request by the Issuer that the Trustee authenticate Securities of such series for original issue will be deemed to be a certification by the Issuer that all conditions precedent provided for in accordance with this Indenture relating to authentication and delivery of such Company OrderSecurities continue to have been complied with. The Trustees may appoint Trustee shall not be required to authenticate or to cause an authenticating agent Authenticating Agent to authenticate any Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Company to authenticate Trustee or if the Securities. Each reference in this Indenture to authentication Trustee, being advised by either Trustee includes authentication by counsel, determines that such agentaction may not lawfully be taken. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly in Section 202 or 612 executed by or on behalf of the U.S. Trustee or by the Canadian Trustee Authenticating Agent by the manual signature of an one of its authorized signatory, and such signatories. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities Exchange Debentures shall be executed on behalf of the Company by any its Chairman of the following: Board, its ChairmanChief Executive Officer, its President, any Executive its Chief Operating Officer, its Chief Financial Officer or a Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature of any of these officers on the Securities 40 Exchange Debentures may be the manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Exchange Debentures. Securities Exchange Debentures bearing the manual or facsimile signatures of individuals who were at any time 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 Securities Exchange Debentures or did not hold such offices at the date of such SecuritiesExchange Debentures. The TrusteesAt any time and from time to time after the execution and delivery of this Exchange Indenture, or either the Company may deliver (i) Exchange Debentures and (ii) any additional Exchange Debentures issued in lieu of theminterest payments in money as provided in this Exchange Indenture and in the Exchange Debentures, shall (upon in each case executed by the Company Order) to the Debenture Trustee for authentication, together with a Company Order for the authentication and delivery of such Exchange Debentures, directing the Debenture Trustee to authenticate the Exchange Debentures and deliver Securities for original issue certifying that all conditions precedent to the issuance of Exchange Debentures contained herein have been fully complied with, and the Debentures Trustee in accordance with such Company Order shall authenticate and deliver such Initial Exchange Debentures and Exchange Debentures issued in lieu of interest payments in money, as the case may be. On Company Order. The Trustees may appoint , the Debenture Trustee shall authenticate for original issue New Exchange Debentures in an authenticating agent reasonably acceptable aggregate principal amount not to exceed $50,000,000; provided that such New Exchange Debentures shall be issuable only upon the valid surrender for cancellation of Initial Exchange Debentures of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration Rights Agreement. In each case, the Debenture Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Exchange Debentures. Such order shall specify the amount of Exchange Debentures to authenticate be authenticated and the Securitiesdate on which the original issue of Exchange Debentures is to be authenticated. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security Exchange Debenture shall be dated the date of its authentication. No Security Exchange Debenture shall be entitled to any benefit under this Exchange Indenture or be valid or obligatory for any purpose unless there appears on such Security Exchange Debenture a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Debenture Trustee by manual signature of an authorized signatory, and such certificate upon any Security Exchange Debenture shall be conclusive evidence, and the only evidence, that such Security Exchange Debenture has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to this Indenture, which shall implement the provisions benefits of this Indenture that relate to such agentExchange Indenture. The Company shall notify In case the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any Subsidiary Debenture Guarantor, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act properties and assets substantially as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred an entirety to in Section 801, the Company shall not be the surviving any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Subsidiary Debenture Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Debenture Trustee pursuant to Article Eight, any of the Securities Exchange Debentures authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities Exchange Debentures executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities Exchange Debentures surrendered for such exchange and of like principal amount; and the Trustees, or either of themDebenture Trustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities Exchange Debentures as specified in such request for the purpose of such exchange. If replacement Securities Exchange Debentures shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any SecuritiesExchange Debentures, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities Exchange Debentures at the time Outstanding held by such Holder for Securities Exchange Debentures authenticated and delivered in such new name. SECTION 304. Temporary Exchange Debentures. ----------------------------- Pending the preparation of definitive Exchange Debentures, the Company may execute, and upon Company Order the Debenture Trustee shall authenticate and deliver, temporary Exchange Debentures which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Exchange Debentures in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Exchange Debentures may determine, as conclusively evidenced by their execution of such Exchange Debentures. If temporary Exchange Debentures are issued, the Company will cause definitive Exchange Debentures to be prepared without unreasonable delay. After the preparation of definitive Exchange Debentures, the temporary Exchange Debentures shall be exchangeable for definitive Exchange Debentures, upon surrender of the temporary Exchange Debentures at the office or agency of the Company in a Place of Payment, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Exchange Debentures, the Company shall execute and, upon Company Order, the Debenture Trustee shall authenticate and make available for delivery in exchange therefor a like principal amount of definitive Exchange Debentures of authorized denominations. Until so exchanged the temporary Exchange Debentures shall in all respects be entitled to the same benefits under this Exchange Indenture as definitive Exchange Debentures.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentVice Chairman of the Board, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal reproduced thereon and attested by its Corporate Secretarysecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to order shall authenticate the Securities. Each reference and deliver such Securities as in this Indenture to authentication by either Trustee includes authentication by such agentprovided and not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into execute and the Trustee shall authenticate and deliver one or more Global Securities that (i) shall represent an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party aggregate amount equal to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees aggregate principal amount of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentOutstanding Securities originally purchased by QIBs, the Trustees shall perform such duties and (ii) shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed registered 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 Depositary or the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order nominee of the successor PersonDepositary, (iii) shall authenticate be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and deliver replacement Securities as (iv) shall bear a legend substantially to the effect specified in such request for Section 204 hereof (or in the purpose of such exchangeform required by the Depositary). If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor PersonThe Depositary must, at all times while it serves as such Depositary, be a clearing agency registered under the option Exchange Act and any other applicable statute or regulation. Any securities initially offered and sold to Institutional Accredited Investors or in reliance on Regulation S shall be issued in the form of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new nameRegistered Individual Securities.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive President or a Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either the Company may deliver Initial Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of themsuch Initial Securities directing the Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of Securities contained herein have been fully complied with, shall (upon Company Order) authenticate and deliver Securities for original issue the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Securities. On Company Order. The Trustees may appoint , the Trustee shall authenticate for original issue Exchange Securities in an authenticating agent reasonably acceptable aggregate principal amount not to exceed $330,000,000 plus the aggregate principal amount of any Additional Securities issued; provided that such Exchange Securities shall be issuable only -------- upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration Rights Agreement and a Company Order for the authentication of such securities certifying that all conditions precedent to authenticate the issuance have been complied with (including the effectiveness of a registration statement related thereto). In each case, the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Securities. Each reference in this Indenture Such order shall specify the amount of Securities to authentication by either Trustee includes authentication by such agentbe authenticated and the date on which the original issue of Initial Securities or Exchange Securities is to be authenticated. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Exhibit A duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets substantially as an entirety to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentChief Executive Officer, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal or a facsimile thereof reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees Order shall either at one time or from time to time pursuant to such instructions as may appoint an authenticating agent reasonably acceptable to the Company to be described therein authenticate the Securities. Each reference and deliver such Securities as in this Indenture provided and not otherwise. Such Company Order shall specify the amount of Securities to authentication by either Trustee includes authentication by be authenticated and the date on which the original issue of Securities is to be authenticated, and shall certify that all conditions precedent to the issuance of such agentSecurities contained in this Indenture have been complied with. The aggregate principal amount of Securities Outstanding at any time may not exceed the amount set forth above except as provided in Section 306. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name hereunder and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be is entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.benefits

Authentication, Delivery and Dating. Two Officers shall sign the Securities for the Company. The Securities Company's seal shall be executed reproduced on behalf of the Company by Securities. An Officer shall sign the coupons attached to any of Bearer Security for the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryCompany. The signature of any of these officers Officer on the Securities or any coupons appertaining thereto may be manual or facsimile. Securities bearing If an Officer whose signature is on a Security or a coupon no longer holds that office at the manual or facsimile signatures of individuals who were at any time the proper officers of Trustee authenticates such Security, the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication Security and delivery of such Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security coupon shall be dated the date of its authenticationvalid nevertheless. No A Security or coupon shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a until the certificate of authentication substantially in on the form provided for herein duly executed Security is manually signed by the U.S. Trustee or on its behalf by an Authenticating Agent. The signature shall be conclusive evidence that the Canadian Trustee by manual signature of an authorized signatorySecurity has been authenticated under this Indenture. Notwithstanding the foregoing, and such certificate upon if any Security shall be conclusive evidence, and the only evidence, that such Security has have been duly authenticated and delivered hereunder. The hereunder but never issued and sold by the Company, and the Company shall enter into deliver such Security to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Sections 11.04 and 11.05 and need not be accompanied by an appropriate agency agreement with Opinion of Counsel) stating that such Security has not been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed not to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture. At any Security Registrar, Paying Agent or co-registrar not a party time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon appertaining thereto executed by the Company to the Trustee for authentication, and the Trustee shall, subject to the provisions hereof and of such Securities, authenticate said Securities and deliver said Securities and any coupons appertaining thereto to or upon the written order of the Company, signed by two Officers or by an Officer and an Assistant Treasurer of the Company, without any further action by the Company. Unless otherwise specified as contemplated by Section 2.02, no Bearer Security shall be mailed or otherwise delivered to any location in the United States. Further, a Bearer Security (including a permanent global Bearer Security) may be delivered only if all applicable certification and other requirements specified as contemplated by Section 2.02 with respect to the Securities of or within such series have been satisfied with respect to such Bearer Security (or, if applicable, a Predecessor 16 Security). Except as permitted by Section 2.09, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of a series are to be issued at one time and if the resolution of the Board of Directors or indenture supplemental hereto establishing such series as contemplated by Sections 2.01 and 2.02 shall so permit, the written order of the Company may set forth procedures acceptable to the Trustee for the issuance of such Securities and for determining the form of terms of particular Securities of such series including, but not limited to, interest rate, maturity date, date of issuance and date from which interest shall implement accrue. If the form or forms or terms of Securities of the series and any related coupons have been established in or pursuant to one or more resolutions of the Board of Directors or indentures supplemental hereto as permitted by Sections 2.01 and 2.02, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating, (1) if the form or forms of such Securities and any coupons have been established by or pursuant to a resolution of the Board of Directors or indenture supplemental hereto, that such form or forms have been established in conformity with the provisions of this Indenture Indenture; (2) if the terms of such Securities and any coupons have been established by or pursuant to a resolution of the Board of Directors or indenture supplemental hereto, that relate such terms have been established in conformity with the provisions of this Indenture; and (3) that such Securities together with any coupons appertaining thereto, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights, to general equitable principles and to such agent. The Company other qualifications as such counsel shall notify conclude do not materially affect the Trustees rights of the name Holders of such Securities and address any coupons; provided, however, that, with respect to Securities of any such agent. If the Company fails a series which are not to maintain a Security Registrar or Paying Agentbe issued at one time, the Trustees shall perform such duties and Trustee shall be entitled to appropriate compensation therefor receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities of such series and that the opinions described in clauses (2) and (3) above may state, respectively, (a) that, when the terms of such Securities and any coupons shall have been established pursuant to Section 607. The a written order of the Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, procedures as may be specified from time to time, at the request time by a written order of the successor PersonCompany, be exchanged for other all as contemplated by and in accordance with a resolution of the Board of Directors or an Officers' Certificate pursuant to a resolution of the Board of Directors or indenture supplemental hereto, as the case may be, such terms will have been established in conformity with the provisions of this Indenture; and (b) that such Securities and any coupons appertaining thereto, when (i) executed by the Company, (ii) completed, authenticated and delivered by the Trustee in accordance with this Indenture, (iii) issued and delivered by the Company and (iv) paid for, all as contemplated by and in accordance with the aforesaid written order of the Company or specified procedures, as the case may be, and in the name of the successor Person with such changes in phraseology manner and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as subject to any conditions specified in such request for Opinion of Counsel, will constitute valid and legally binding obligations of the purpose Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such exchangeSecurities and any coupons. If replacement Notwithstanding the provisions of Sections 2.01, 2.02, 11.04 and this Section, if all the Securities shall at any time be authenticated and delivered in any new name of a successor Person series are not to be originally issued at one time, the resolution of the Board of Directors or indenture supplemental hereto, the certified copy of the record of action taken pursuant to this Section in exchange such resolution or substitution for or upon registration supplemental indenture, the Officers' Certificate, the written order of transfer of the Company and any Securities, such successor Person, at the option of any Holder but without expense other documents otherwise required pursuant to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.17

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive Vice President, any Senior a Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretarythe Chief Financial Officer. The signature of any of these officers officer on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company OrderOrder shall authenticate and deliver such Securities. The Trustees may appoint initial Company Order shall be accompanied by the documents contemplated in Section 1401 and an authenticating agent reasonably acceptable to Officers Certificate or other satisfactory confirmation indicating that: (i) the order of the United States Bankruptcy Court for the District of New Jersey confirming the Joint Plan of Reorganization (the "Plan") under Chapter 11 of the Bankruptcy Code Proposed by the Official Committee of Unsecured Creditors and High River (Case No. 98-10001) (JW) has been entered and is not stayed and together with the Plan, allows for the execution and delivery of this Indenture, the Security Documents and the Securities; and (ii) that after compliance by the Trustee with the Company to authenticate Order, the Securities. Each reference conditions specified in this Indenture to authentication by either Trustee includes authentication by such agentSection 7.02 of the Plan will have been satisfied or waived. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets substantially as an entirety to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer, lease or other disposition as aforesaid shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentVice Chairman of the Board, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, shall (upon On Company Order) , the Trustee shall authenticate and deliver Securities for original issue Initial 2003 Notes and Initial 2008 Notes in an aggregate principal amount not to exceed $160,000,000 in the case of the 2003 Notes and $240,000,000 in the case of the 2008 Notes. On Company Order, the Trustee shall authenticate for original issue Exchange 2003 Notes and Exchange 2008 Notes in an aggregate principal amount not to exceed $160,000,000 in the case of the 2003 Notes and $240,000,000 in the case of the 2008 Notes; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration Rights Agreement. In each case, the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company that it may reasonably request in connection with such authentication of Securities. Such Company OrderOrder shall specify the amount of Securities to be authenticated and the date on which the original issue of Securities is to be authenticated. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securitiesaggregate principal amount of 2003 Notes outstanding at any time shall not exceed $160,000,000. Each reference in this Indenture to authentication by either Trustee includes authentication by such agentThe aggregate principal amount of 2008 Notes outstanding at any time shall not exceed $240,000,000. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under a facsimile of its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities and an Opinion of Counsel in form and substance satisfactory to the Trustee, to the effect that (1) this Indenture has been qualified under the Trust Indenture Act, (2) all legally required proceedings by the Company in connection with the authorization and issuance of the Securities have been duly taken and all orders, consents or other authorizations or approvals legally required for the validity of the Securities have been obtained, (3) the Securities have been duly authorized and executed and when authenticated in accordance with the terms of this Indenture will be legal, valid and binding obligations of the Company enforceable in accordance with their terms (subject to normal bankruptcy exceptions) and entitled to the benefits of this Indenture, and (4) the stockholders of the Company do not have pre-emptive rights with respect to the Common Stock to be issued upon the conversion of the Securities and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as in this Indenture to authentication by either Trustee includes authentication by such agentprovided and not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security RegistrarIn case the Company, Paying Agent or co-registrar not a party pursuant to this IndentureArticle Eight, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be the surviving Personhave been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, Trustee upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its ChairmanChief Executive Officer, its President, any Executive Vice President, any Senior Vice President, President or any other a Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary or an Assistant Secretary. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, shall (upon On Company Order) , the Trustee shall authenticate and deliver Securities for original issue Exchange Securities in an aggregate principal amount not to exceed $80,000,000; provided that such Exchange Securities shall be issuable only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable Exchange Offer pursuant to the Registration Rights Agreement. In each case, the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company to authenticate the that it may reasonably request in connection with such authentication of Exchange Securities. Each reference in this Indenture Such order shall specify the amount of Exchange Securities to authentication by either Trustee includes authentication by such agentbe authenticated and the date on which the original issue of Exchange Securities is to be authenticated. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. The Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall enter into deliver such Security to the Trustee for cancellation as provided in Section 310 together with a written statement (which need not comply with Section 102 and need not be accompanied by an appropriate agency agreement with any Opinion of Counsel) stating that such Security Registrarhas never been issued and sold by the Company, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions for all purposes of this Indenture that relate such Security shall be deemed never to such agent. The Company shall notify the Trustees of the name have been authenticated and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties delivered hereunder and shall never be entitled to appropriate compensation therefor the benefits of the Indenture. In case the Company or the Parent Company, pursuant to Section 607. The Company Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets substantially as an entirety to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken.

Authentication, Delivery and Dating. The Securities Debentures shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentVice Chairman of the Board, any Executive its President or one of its Vice President, any Senior Vice President, Presidents or any other Vice President, authorized officer under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities Debentures may be manual or facsimile. Securities Debentures bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such SecuritiesDebentures. The TrusteesCompany shall deliver the Debentures, or either executed by the Company, to the Trustee for authentication, together with a Company Order (attaching a form of themthe Debentures) for the authentication and delivery of the Debentures, and the Trustee in accordance with the Company Order shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the SecuritiesDebentures. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security Debenture shall be dated the date of its authentication. The Trustee shall be entitled to receive and (subject to Section 501) shall be fully protected in relying upon an Opinion of Counsel stating that the Debentures, 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 the legally valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors, rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief regardless of whether considered in a proceeding in equity or at law. No Security Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security Debenture a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security Debenture shall be conclusive evidence, and the only evidence, that such Security Debenture has been duly authenticated and delivered hereunder. The Notwithstanding the foregoing, if any Debenture shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall enter into an appropriate agency agreement with any Security Registrardeliver such Debenture to the Trustee for cancellation as provided in Section 217, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions for all purposes of this Indenture that relate such Debenture shall be deemed never to such agent. The Company shall notify the Trustees of the name have been authenticated and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties delivered hereunder and shall never be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any the benefits of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new nameIndenture.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, President or any other a Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretarythereon. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. The seal of the Company, if any, may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesIn addition, or either any Security may be signed on behalf of themthe Company by such Persons as, at the actual date of the execution of such Security, shall (upon be the proper officers of the Company, although at the date of such Security or of the execution of this Indenture any such Person was not such officer. At any time and from time to time after the execution and delivery of this Indenture, the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the and deliver such Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets substantially as an entirety to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amountamount at maturity; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request Request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new the name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any the Chairman of the following: its ChairmanBoard of Directors, its a Vice Chairman of the Board of Directors, or the President, any Chief Executive Officer or one of the Vice President, any Senior Vice President, or any other Vice PresidentPresidents of its general partner, under its corporate the seal of such general partner reproduced thereon and attested by its Corporate Secretarythereon. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities of any series, executed by the Issuer to the Trustee for the Securities of such series for authentication, together with an Issuer Order for the authentication and delivery of such Securities, which Issuer Order shall set forth the number of separate Securities certificates, the principal amount of each of the Securities to be authenticated, the date on which the original issue of Securities is to be authenticated, the registered holder or either each of themsuch Securities and delivery instructions, and such Trustee, in accordance with the Issuer Order, shall (upon Company Order) authenticate and deliver such Securities. If any Security shall be represented by a permanent Global Security, then, for purposes of this Section 303 and Section 304, the notation of a beneficial owner's interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with the original issuance of such beneficial owner's interest in such permanent Global Security. If all the Securities for original issue in accordance with of any one series are not to be issued at one time and if a Board Resolution of the Issuer relating to such Company Order. The Trustees Securities shall so permit, such Issuer Order may appoint an authenticating agent reasonably set forth procedures acceptable to the Company Trustee for the issuance of such Securities, including, without limitation, procedures with respect to authenticate interest rate, Stated Maturity, date of issuance and date from which interest, if any, shall accrue. Notwithstanding any contrary provision herein, if all Securities of a series are not to be originally issued at one time, it shall not be necessary for the Securities. Each reference in this Indenture Issuer to deliver the Board Resolution, Officers' Certificate and Opinion of Counsel otherwise required pursuant to Sections 102 and 301 at or prior to the time of authentication by either Trustee includes of each Security of such series if such documents are delivered at or prior to the authentication by upon original issuance of the first Security of such agentseries to be issued. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly manually executed by the U.S. Trustee for such Security or by the Canadian Trustee by manual signature of an authorized signatoryon its behalf pursuant to Section 614, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company In case any Securities shall enter into an appropriate agency agreement with have been authenticated, but not delivered, by the Trustee or the Authenticating Agent for such series then in office, any Security Registrarsuccessor by merger, Paying Agent conversion or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate consolidation to such agent. The Company shall notify the Trustees of the name and address of Trustee, or any such agent. If the Company fails to maintain a Security Registrar or Paying successor Authenticating Agent, as the Trustees shall perform case may be, may adopt such duties authentication and shall be entitled to appropriate compensation therefor deliver the Securities so authenticated with the same effect as if such successor Trustee or successor Authenticating Agent had itself authenticated such Securities. Each Depositary designated pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated 301 for a Global Security in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to timeregistered form must, at the request time of the successor Personits designation and at all times while it serves as Depositary, be exchanged for a clearing agency registered under the Exchange Act and any other Securities executed in applicable statute or regulation. The Trustee shall have the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall right to decline to authenticate and deliver replacement any Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to under this Section 303 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in exchange or substitution for or upon registration of transfer of any Securities, good faith shall determine that such successor Person, at action would expose the option of any Holder but without expense Trustee to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new namepersonal liability to existing Holders.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of the followingfollowing officers: its Chairman, its Vice Chairman, its President, any Executive Vice PresidentPresidents or its Treasurer, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, Trustee shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with an aggregate principal amount of up to Cdn$460,000,000, provided that, if the Company shall issue any Additional Securities pursuant to Section 301, the Trustee shall authenticate and deliver such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable Additional Securities upon delivery to the Trustee of a Company Order accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by original issue of such agentAdditional Securities have been complied with. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security RegistrarIn case the Company, Paying Agent or co-registrar not a party pursuant to this IndentureArticle Eight, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such amalgamation, Security Registrarconsolidation, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. Ifsurviving such merger, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be the surviving Personhave been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriateappropriate (but which shall not affect the rights or duties of the Trustee), but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive Vice President, any Senior a Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretarythe Chief Financial Officer. The signature of any of these officers officer on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the and deliver such Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets substantially as an entirety to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the following: its ChairmanBoard, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice President, Presidents under its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature Secretary or one of any of these officers on the Securities may be manual or facsimileits Assistant Secretaries. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at on the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture and not otherwise. Upon a Company Order, the Trustee shall authenticate and deliver an additional series of notes in an aggregate principal amount not to authentication exceed $60,000,000 for issuance in exchange for all or a portion of the Initial Securities previously issued and surrendered for cancellation pursuant to an exchange offer registered under the Securities Act, in accordance with the Registration Rights Agreement. The Exchange Notes may have such distinctive series designation and such changes in the form thereof as are specified in the Company Order referred to in the preceding sentence, and shall be guaranteed by either Trustee includes authentication by such agentthe Guarantors on substantially identical terms as the Initial Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement In case the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any Guarantor, pursuant to Article Eight, shall be consolidated, merged with or into any other Person or shall sell, assign, convey, transfer or lease substantially all of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar properties and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred assets to in Section 801, the Company shall not be the surviving any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, transfer or lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee (at the expense of the Company) may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Authentication, Delivery and Dating. (a) Upon the execution and delivery of this Indenture, the Issuer will execute and deliver Debt Securities in an aggregate principal amount not in excess of $22,000,000 to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of the Debt Securities, and the Trustee in accordance with the Issuer Order shall authenticate and deliver the Debt Securities. The Securities Trustee shall be executed on behalf of the Company by any of the following: its Chairmanentitled to receive, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 the Debt Securities, an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Debt Securities have been complied with and as to the absence of any event that is, or did after notice or lapse of time or both would become, a Default. (b) The Trustee shall not hold such offices at be required to authenticate any Debt Securities if the date issuance of such Securities. The TrusteesDebt Securities pursuant to this Indenture will adversely affect the Trustee's own rights, duties or either of them, shall (upon Company Order) authenticate immunities under the Debt Securities and deliver Securities for original issue this Indenture or otherwise in accordance with such Company Order. The Trustees may appoint an authenticating agent a manner which is not reasonably acceptable to the Company to authenticate the Securities. Trustee. (c) Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Debt Security shall be dated the date of its authentication. . (d) No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the form forms provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee an Authenticating Agent by manual signature of an one of its authorized signatoryofficers, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, President or any other Vice Presidentits Chief Financial Officer, under its corporate seal reproduced thereon and attested by its Corporate Secretary or an Assistant Secretary. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. The seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the and deliver such Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. The Trustee shall authenticate Securities for original issue in an aggregate principal amount not to exceed $450,000,000 upon receipt of a Company Order, which shall specify the amount of Securities to be authenticated, the names of the Persons in which such Securities shall be registered and the date on which such Securities are to be authenticated and direct the Trustee to authenticate such Securities together with an Officers' Certificate certifying that all conditions precedent to the issuance of such Securities contained herein have been complied with. The Company shall may, without prior notice to the Holders, enter into an appropriate agency agreement with any Security Securities Registrar, Paying Agent or co-co- registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees Trustee of the name and address of any such agent. If the Company fails to maintain a Security Securities Registrar or Paying Agent, the Trustees Trustee shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607606. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Securities Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Securities Registrar and Paying Agent in connection with the Securities. IfIn case the Company, after pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the occurrence of a transaction successor Person resulting from such consolidation, or a series of related transactions referred to in Section 801surviving such merger, or into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Operating Partnership by its General Partner by such General Partner's Chairman, President or any Vice President. If a Guarantor is a corporation its Guarantee shall be executed on behalf of the following: such Guarantor by its Chairman, its President, any Executive Vice President, any Senior Vice President, President or any other Vice PresidentPresident and if a Guarantor is a partnership or a limited liability company its Guarantee shall be executed on behalf of such Guarantor by the Chairman, under President or any Vice President of its corporate seal reproduced thereon and attested by its Corporate Secretarygeneral partner or manager, as applicable. The signature of any of these officers on the Securities or Guarantees, if any, may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities or the Guarantees. The Guarantees or Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Operating Partnership's General Partner, the Guarantors (or the general partner or manager of such Guarantor) or any corporate successor of the Operating Partnership or any Guarantor, as applicable, shall bind the CompanyOperating Partnership or the applicable Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantees or did not hold such offices at the date of such Securities. The Trustees, Securities or either of them, shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agentGuarantees. Each Security and Guarantee shall be dated the date of its authentication. No Security or Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. The Company shall enter into an appropriate agency agreement with Notwithstanding the foregoing, if any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be been authenticated and delivered hereunder but never issued and sold by the Operating Partnership, and the Operating Partnership shall deliver such Security to the Trustee for cancellation as provided in any new name of Section 309 together with a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.written statement (which need not

Authentication, Delivery and Dating. Upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Security Certificates executed by the Company to the Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such Security Certificates, and the Agent in accordance with such Issuer Order shall authenticate, execute on behalf of the Holder and deliver such Security Certificates. The Securities Security Certificates shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentVice Chairman of the Board, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities Security Certificates may be manual or facsimile. Securities Security Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have 21 17 ceased to hold such offices prior to the authentication and delivery of such Securities Security Certificates or did not hold such offices at the date of such SecuritiesSecurity Certificates. The TrusteesNo Purchase Contract underlying a Security evidenced by a Security Certificate shall be valid until such Security Certificate has been executed on behalf of the Holder by the manual signature of an authorized signatory of the Agent, or either as such Holder's attorney-in-fact. Such signature by an authorized signatory of them, the Agent shall (upon Company Order) authenticate and deliver be conclusive evidence that the Holder of such Security Certificate has entered into the Purchase Contracts underlying the Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication evidenced by such agentSecurity Certificate. Each Security Certificate shall be dated the date of its authentication. No Security Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Security Certificate a certificate of authentication substantially in the form provided for herein duly executed by an authorized signatory of the U.S. Trustee or by the Canadian Trustee Agent by manual signature of an authorized signatorysignature, and such certificate upon any Security Certificate shall be conclusive evidence, and the only evidence, that such Security Certificate has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any one of its Chairman of the following: its ChairmanBoard, its President, any its Chief Executive Officer, its Chief Operating Officer, its Chief Financial Officer or one of its Vice President, any Senior Vice President, or any other Vice President, Presidents under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature signatures of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon Company Order) authenticate and the Issuer may deliver Securities executed by the Issuer to the Trustee (with the Company Guarantees endorsed thereon) for original issue authentication, together with an Issuer Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Issuer Order shall authenticate the Securities. Each reference and make available for delivery such Securities as provided in this Indenture to authentication by either Trustee includes authentication by such agentand not otherwise. Each Security shall be dated the date of its authentication. No Security or Company Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security or Company Guarantee shall be conclusive evidence, and the only evidence, that such Security or Company Guarantee has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Issuer or Company, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated Article Nine, shall, in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a single transaction or through a series of related transactions referred transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets on a Consolidated basis to in Section 801any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Issuer or the Company shall not be the surviving Personhave been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto hereto, in a form satisfactory to the Trustee, with the Trustees Trustee pursuant to Article EightNine, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Issuer Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company, the Issuer and its Affiliates. If an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security, such Security shall be valid nevertheless. If an officer whose signature is on this Indenture no longer holds office at the time the Trustee authenticates a Security on which the Company Guarantee is endorsed, such Company Guarantee shall be valid nevertheless.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the following: its ChairmanBoard, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice President, Presidents under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at on the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture to authentication by either Trustee includes authentication by such agentand not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security RegistrarIn case the Company, Paying Agent pursuant to Article Eight or co-registrar not a party to this IndentureSection 1018, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated, amalgamated, merged with or into any other Person or shall convey, transfer or lease substantially all of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation or amalgamation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged or amalgamated, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, amalgamation, consolidation, merger, conveyance, transfer, transfer or lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. Section 304. Temporary Securities. -------------------- Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities. If temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive Vice President, any Senior a Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretarythe Chief Financial Officer. The signature of any of these officers officer on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company OrderOrder shall authenticate and deliver such Securities. The Trustees may appoint initial Company Order shall be accompanied by the documents contemplated in Section 1401 and an authenticating agent reasonably acceptable to Officers Certificate or other satisfactory confirmation indicating that: (i) the order of the United States Bankruptcy Court for the District of New Jersey confirming the Joint Plan of Reorganization (the "Plan") under Chapter 11 of the Bankruptcy Code Proposed by the Official Committee of Unsecured Creditors and High River (Case No. 98-10001) (JW) has been entered and is not stayed and together with the Plan, allows for the execution and delivery of this Indenture, the Security Documents and the Securities; and (ii) that after compliance by the Trustee with the Company to authenticate Order, the Securities. Each reference conditions specified in this Indenture to authentication by either Trustee includes authentication by such agentSection 7.02 of the Plan will have been satisfied or waived. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets substantially as an entirety to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. (a) Upon the execution and delivery of this Indenture, the Issuer will execute and deliver Debt Securities in an aggregate principal amount not in excess of $10,000,000 to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of the Debt Securities, and the Trustee in accordance with the Issuer Order shall authenticate and deliver the Debt Securities. The Securities Trustee shall be executed on behalf of the Company by any of the following: its Chairmanentitled to receive, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 the Debt Securities, an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Debt Securities have been complied with and as to the absence of any event that is, or did after notice or lapse of time or both would become, a Default. (b) The Trustee shall not hold such offices at be required to authenticate any Debt Securities if the date issuance of such Securities. The TrusteesDebt Securities pursuant to this Indenture will adversely affect the Trustee's own rights, duties or either of them, shall (upon Company Order) authenticate immunities under the Debt Securities and deliver Securities for original issue this Indenture or otherwise in accordance with such Company Order. The Trustees may appoint an authenticating agent a manner which is not reasonably acceptable to the Company to authenticate the Securities. Trustee. (c) Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Debt Security shall be dated the date of its authentication. . (d) No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee an Authenticating Agent by manual signature of an one of its authorized signatoryofficers, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretaryan Authorized Officer. The signature of any of these officers such officer on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any the time of execution the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any one of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesUnless otherwise specified as contemplated by Section 301 with respect to any series of Securities, or either of themany Tranche thereof, shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each each Security shall be dated the date of its authentication. No Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, no Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an one of its authorized signatoryofficers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Notwithstanding the foregoing, if (a) any Security shall have been authenticated and delivered hereunder to the Company, or any Person acting on its behalf, but shall never have been issued and sold by the Company, (b) the Company shall enter into deliver such Security to the Security Registrar for cancellation or shall cancel such Security and deliver evidence of such cancellation to the Trustee, in each case as provided in Section 309, and (c) the Company, at its election, shall deliver to the Trustee a written statement (which need not comply with Section 102 and need not be accompanied by an appropriate agency agreement with any Officer's Certificate or an Opinion of Counsel) stating that such Security Registrarhas never been issued and sold by the Company, Paying Agent or co-registrar not a party to then, for all purposes of this Indenture, which such Security shall implement the provisions of this Indenture that relate be deemed never to such agent. The Company shall notify the Trustees of the name have been authenticated and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties delivered hereunder and shall never be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new namebenefits hereof.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the following: its ChairmanBoard, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice President, Presidents under its corporate seal reproduced thereon and attested to by its Corporate Secretary. The signature Secretary or one of any of these officers on the Securities may be manual or facsimileits Assistant Secretaries. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at on the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities, in compliance with Section 103 hereof, and the Trustee, in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to , shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture and not otherwise. Each such Company Order shall specify the amount of Securities to authentication be authenticated and the date on which the Securities are to be authenticated or such other information as the Trustee shall reasonably request. The Trustee shall not be required to authenticate and deliver any Securities if (i) the issue of such Securities pursuant to this Indenture will adversely affect the Trustee's own rights, duties or immunities under the Securities and this Indenture; (ii) the Trustee, being advised by either counsel, determines that such action may not lawfully be taken; or (iii) the Trustee includes authentication in good faith, acting by its board of directors or officers of the Trustee, determines that such agentaction would expose the Trustee to personal liability to Holders of any Outstanding Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall enter into an appropriate agency agreement deliver such Security to the Trustee for cancellation as provided in Section 311 and in compliance with any Section 103, for all purposes of this Indenture such Security Registrar, Paying Agent or co-registrar not a party shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. In case the Company or any Guarantor, which shall implement pursuant to and in accordance with the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated, merged with or into any other Person or shall sell, assign, convey, transfer or lease substantially all of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar properties and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred assets to in Section 801, the Company shall not be the surviving any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, transfer or lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; amount and the Trustees, or either of themTrustee, upon Company Order Request of the successor PersonPerson in compliance with Section 103, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee (at the expense of the Company) may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Authentication, Delivery and Dating. Two Officers shall sign the Securities for the Company. The Securities Company's seal shall be executed reproduced on behalf of the Company by Securities. An Officer shall sign the coupons attached to any of Bearer Security for the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryCompany. The signature of any of these officers Officer on the Securities or any coupons appertaining thereto may be manual or facsimile. Securities bearing If an Officer whose signature is on a Security or a coupon no longer holds that office at the manual or facsimile signatures of individuals who were at any time the proper officers of Trustee authenticates such Security, the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication Security and delivery of such Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security coupon shall be dated the date of its authenticationvalid nevertheless. No A Security or coupon shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a until the certificate of authentication substantially in on the form provided for herein duly executed Security is manually signed by the U.S. Trustee or on its behalf by an Authenticating Agent. The signature shall be conclusive evidence that the Canadian Trustee by manual signature of an authorized signatorySecurity has been authenticated under this Indenture. Notwithstanding the foregoing, and such certificate upon if any Security shall be conclusive evidence, and the only evidence, that such Security has have been duly authenticated and delivered hereunder. The hereunder but never issued and sold by the Company, and the Company shall enter into deliver such Security to the Trustee for cancellation as provided in Section 2.12 together with a written statement (which need not comply with Sections 11.04 and 11.05 and need not be accompanied by an appropriate agency agreement with Opinion of Counsel) stating that such Security has not been issued and sold by the Company, for all purposes of this Indenture such Security shall be deemed not to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture. At any Security Registrar, Paying Agent or co-registrar not a party time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon appertaining thereto executed by the Company to the Trustee for authentication, and the Trustee shall, subject to the provisions hereof and of such Securities, 16 authenticate said Securities and deliver said Securities and any coupons appertaining thereto to or upon the written order of the Company, signed by two Officers or by an Officer and an Assistant Treasurer of the Company, without any further action by the Company. Unless otherwise specified as contemplated by Section 2.02, no Bearer Security shall be mailed or otherwise delivered to any location in the United States. Further, a Bearer Security (including a permanent global Bearer Security) may be delivered only if all applicable certification and other requirements specified as contemplated by Section 2.02 with respect to the Securities of or within such series have been satisfied with respect to such Bearer Security (or, if applicable, a Predecessor Security). Except as permitted by Section 2.09, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If not all the Securities of a series are to be issued at one time and if the resolution of the Board of Directors or indenture supplemental hereto establishing such series as contemplated by Sections 2.01 and 2.02 shall so permit, the written order of the Company may set forth procedures acceptable to the Trustee for the issuance of such Securities and for determining the form or terms of particular Securities of such series including, but not limited to, interest rate, maturity date, date of issuance and date from which interest shall implement accrue. If the form or forms or terms of Securities of the series and any related coupons have been established in or pursuant to one or more resolutions of the Board of Directors or indentures supplemental hereto as permitted by Sections 2.01 and 2.02, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of Counsel stating, (1) if the form or forms of such Securities and any coupons have been established by or pursuant to a resolution of the Board of Directors or indenture supplemental hereto, that such form or forms have been established in conformity with the provisions of this Indenture Indenture; (2) if the terms of such Securities and any coupons have been established by or pursuant to a resolution of the Board of Directors or indenture supplemental hereto, that relate such terms have been established in conformity with the provisions of this Indenture; and (3) that such Securities together with any coupons appertaining thereto, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights, to general equitable principles and to such agent. The Company other qualifications as such counsel shall notify conclude do not materially affect the Trustees rights of the name Holders of such Securities and address any coupons; provided, however, that, with respect to Securities of any such agent. If the Company fails a series which are not to maintain a Security Registrar or Paying Agentbe issued at one time, the Trustees shall perform such duties and Trustee shall be entitled to appropriate compensation therefor receive such Opinion of Counsel only once at or prior to the time of the first authentication of Securities of such series and that the opinions described in clauses (2) and (3) above may state, respectively, (a) that, when the terms of such Securities and any coupons shall have been established pursuant to Section 607. The a written order of the Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, procedures as may be specified from time to time, at the request time by a written order of the successor PersonCompany, be exchanged for other all as contemplated by and in accordance with a resolution of the Board of Directors or an Officers' Certificate pursuant to a resolution of the Board of Directors or indenture supplemental hereto, as the case may be, such terms will have been established in conformity with the provisions of this Indenture; and (b) that such Securities and any coupons appertaining thereto, when (i) executed by the Company, (ii) completed, authenticated and delivered by the Trustee in accordance with this Indenture, (iii) issued and delivered by the Company and (iv) paid for, all as contemplated by and in accordance with the aforesaid written order of the Company or specified procedures, as the case may be, and in the name of the successor Person with such changes in phraseology manner and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as subject to any conditions specified in such request for Opinion of Counsel, will constitute valid and legally binding obligations of the purpose Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such exchangeSecurities and any coupons. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.17

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one Officer and such Officer shall be either the President or the Chief Financial Officer of the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryCompany. The signature of any of these officers the Officer on the Securities may be a manual or facsimilefacsimile signature of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities (an "Authentication Order"). The TrusteesTrustee shall authenticate (i) the Initial Securities for original issue on the date hereof in the aggregate principal amount of $300,000,000; and (ii) upon delivery of any Authentication Order at any time and from time to time thereafter, or either of them, shall (upon Company Order) authenticate Additional Securities and deliver Exchange Securities for original issue in accordance an aggregate principal amount specified in such Authentication Order. In each case, the Trustee shall be provided with an Officer's Certificate certifying that all conditions precedent to the issuance of Securities contained herein have been fully complied with and an Opinion of Counsel of the Company in connection with such Company Orderauthentication of Securities. The Trustees may appoint an authenticating agent reasonably acceptable to Such order shall specify (a) the Company to authenticate series of the Securities. Each reference in this Indenture , (b) the amount of Securities to authentication by either Trustee includes authentication by such agentbe authenticated and (c) the date on which the original issue of Series A Notes or Series B Notes is to be authenticated. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture, which shall implement . In case the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any Guarantor, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act properties and assets substantially as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred an entirety to in Section 801, the Company shall not be the surviving any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee (the "Authenticating Agent"). Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An Authenticating Agent has the same rights as any Agent to deal with Holders or the Company or its Affiliates.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the following: its ChairmanBoard, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice President, Presidents under its corporate seal reproduced thereon and attested to by its Corporate Secretary. The signature Secretary or one of any of these officers on the Securities may be manual or facsimileits Assistant Secretaries. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at on the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee, in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to , shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture to authentication by either Trustee includes authentication by such agentand not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall enter into an appropriate agency agreement with any deliver such Security Registrarto the Trustee for cancellation as provided in Section 311, Paying Agent or co-registrar not a party for all purposes of this Indenture such Security shall be deemed 45 58 never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. In case the Company or any Guarantor, which shall implement pursuant to and in accordance with the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated, merged with or into any other Person or shall sell, assign, convey, transfer or lease substantially all of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar properties and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred assets to in Section 801, the Company shall not be the surviving any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, transfer or lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; amount and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee (at the expense of the Company) may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the following: its ChairmanBoard, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and Presidents attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers officer on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at on the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture to authentication by either Trustee includes authentication by such agentand not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual or facsimile signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security RegistrarIn case the Company, Paying Agent or co-registrar not a party pursuant to this IndentureArticle Eight, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated, merged with or into any other Person or shall sell, assign, convey, transfer or lease substantially all of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a sale, the successor Person assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article EightNine, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, transfer or lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company Issuer by any one of its Chairman of the following: its ChairmanBoard, its President, any its Chief Executive Officer, its Chief Operating Officer, its Chief Financial Officer or one of its Vice President, any Senior Vice President, or any other Vice President, Presidents under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature signatures of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company Issuer shall bind the CompanyIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon Company Order) authenticate and the Issuer may deliver Securities executed by the Issuer to the Trustee (with the Parent Guaranties endorsed thereon) for original issue authentication, together with a Issuer Order for the authentication and make available for delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Issuer Order shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture to authentication by either Trustee includes authentication by such agentand not otherwise. Each Security shall be dated the date of its authentication. No Security or Parent Guaranties endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security or Parent Guaranty shall be conclusive evidence, and the only evidence, that such Security or Parent Guaranty has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Issuer, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated Article Eight, shall, in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a single transaction or through a series of related transactions referred transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets on a Consolidated basis to in Section 801, the Company shall not be the surviving any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Issuer or the Parent Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto hereto, in a form satisfactory to the Trustee, with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Issuer Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. At any time and from time to time after the execution and delivery of this Indenture and after the effectiveness of a Registration Statement under the Securities Act with respect thereto, the Issuer may deliver Exchange Securities executed by the Issuer and having endorsed thereon the Parent Guaranties executed under Section 1102 by the Parent Guarantor, to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Exchange Securities and a like principal amount of Initial Securities for cancellation in accordance with Section 311, and the Trustee in accordance with the Issuer Order shall authenticate and deliver such Securities, with the Parent Guaranties endorsed thereon. Prior to authenticating such Exchange Securities, and accepting any additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, if requested, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating in substance: (1) that all conditions hereunder precedent to the authentication and delivery of such Exchange Securities with the Parent Guaranties endorsed thereon have been complied with and that such Exchange Securities and the Parent Guaranties endorsed thereon, when such Securities have been duly authenticated and delivered by the Trustee (and subject to any other conditions specified in such Opinion of Counsel), have been duly issued and delivered and will constitute valid and legally binding obligations of the Issuer and the Parent Guarantor, respectively, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and (2) that the issuance of the Exchange Securities in exchange for Initial Securities has been effected in compliance with the Securities Act. No Security or Parent Guaranties endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated an delivered hereunder and that the Parent Guaranties endorsed thereon has been duly endorsed thereon and delivered hereunder. If an officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates such Security such Security shall be valid nevertheless. If an officer whose signature is on this Indenture no longer holds office at the time the Trustee authenticates a Security, such Security shall be valid nevertheless.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of the following: its Chairman, Chief Executive Officer, one of its PresidentVice Chairmen, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon Presidents and attested by one of its Corporate SecretaryVice Presidents or its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, Trustee shall (upon Company Order) authenticate and deliver (a) the Initial Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable aggregate principal amount of up to $1,000,000,000, (b) the Exchange Securities for issue only in a registered Exchange Offer pursuant to the Company to authenticate Registration Rights Agreement for a like principal amount of the Initial Securities or Additional Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent, if any, and (c) Additional Securities as set forth below. Each Security shall be dated the date of its authentication. No Security endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an one of its duly authorized signatorysignatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be the surviving Personhave been merged, or the successor Person which shall have received a conveyance, transfer, Lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease Lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order written order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.. Except as described below, the Securities shall be deposited with, or on behalf of, the Depository, and registered in the name of the Depository or the nominee of the Depository in the form of one or more global note certificates (each a "Rule 144A Global Security"), for credit to the respective accounts of the beneficial owners of the Securities represented thereby. The

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the following: its ChairmanBoard, its President, any its Chief Executive Officer, its Chief Operating Officer or one of its Vice President, any Senior Vice President, or any other Vice President, Presidents under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature signatures of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture to authentication by either Trustee includes authentication by such agentand not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. The Company shall enter into execute and the Trustee shall authenticate one or more Global Securities that (i) shall represent an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party aggregate amount equal to this Indenture, which shall implement the provisions aggregate principal amount of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act Outstanding Securities as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not have directed the Trustee to authenticate in the form of a Global Security or Global Securities, (ii) shall be registered in the surviving name of the Depositary or the nominee of the Depositary, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect (or in the form required by the Depositary): "THIS IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY SHALL NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY." The Depositary must, at all times while it serves as such Depositary, be a clearing agency registered under the Securities Exchange Act of 1934, as, amended, and any other applicable statute or regulation. In case the Company, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of the followingfollowing officers: its Chairman, any Vice-Chairman, its President, any Executive Vice President, any Senior Vice President, Vice-President or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretaryTreasurer. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, Trustee shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with an aggregate principal amount of up to U.S.$350,000,000, provided that, if the Company shall issue any Additional Securities pursuant to Section 301, the Trustee shall authenticate and deliver such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable Additional Securities upon delivery to the Trustee of a Company Order accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by original issue of such agentAdditional Securities have been complied with. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security RegistrarIn case the Company, Paying Agent or co-registrar not a party pursuant to this IndentureArticle Eight, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such amalgamation, Security Registrarconsolidation, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. Ifsurviving such merger, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be the surviving Personhave been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriateappropriate (but which shall not affect the rights or duties of the Trustee), but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of the followingfollowing officers: its Chairman, its Vice Chairman, its President, any Executive Vice PresidentPresidents or its Treasurer, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, Trustee shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with an aggregate principal amount of up to U.S.$400,000,000, provided that, if the Company shall issue any Additional Securities pursuant to Section 301, the Trustee shall authenticate and deliver such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable Additional Securities upon delivery to the Trustee of a Company Order accompanied by an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for herein relating to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by original issue of such agentAdditional Securities have been complied with. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security RegistrarIn case the Company, Paying Agent or co-registrar not a party pursuant to this IndentureArticle Eight, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such amalgamation, Security Registrarconsolidation, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. Ifsurviving such merger, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be the surviving Personhave been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriateappropriate (but which shall not affect the rights or duties of the Trustee), but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the following: its ChairmanBoard, its President, any its Chief Executive Vice PresidentOfficer, any its Chief Operating Officer or one of its Senior Vice President, or any other Vice President, Presidents under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature signatures of any of these officers on the Securities may be manual or facsimile. 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 (a) Initial Securities bearing for original issuance in an aggregate principal amount not to exceed $150,000,000 in the manual form of the Initial Global Security or facsimile signatures (b) Exchange Securities for issuance pursuant to an Exchange Offer Registration for Initial Securities in a principal amount equal to the principal amount of individuals who were at Initial Securities exchanged in such registered Exchange Offer. Such Company Order shall specify the amount of Securities to be authenticated and the date on which, in the case of clause (a) above, the Initial Securities or, in the case of clause (b) above, the Exchange Securities are to be authenticated and shall further provide instructions concerning registration, amounts for each Holder and delivery. Upon the occurrence of any time event specified in Section 305 hereof and compliance by the proper officers Company with the provisions of the paragraph preceding the immediately preceding paragraph, the Company shall bind execute and the CompanyTrustee shall authenticate and deliver to each beneficial owner identified by the Depositary, notwithstanding that in exchange for such individuals beneficial owner's interest in the Initial Global Security or Exchange Global Security, as the case may be, Initial Certificated Securities or Exchange Certificated Securities, as the case may be, representing Securities theretofore represented by the Initial Global Security or Exchange Global Security, as the case may be. At any time and from time to time after the execution and delivery of them have ceased this Indenture, the Company may deliver Securities executed by the Company to hold such offices prior to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities or did not hold such offices at Securities; and the date of such Securities. The Trustees, or either of them, shall (upon Company Order) authenticate and deliver Securities for original issue Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture to authentication by either Trustee includes authentication by such agentand not otherwise. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of substantially all of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation or surviving such merger, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be the surviving Personhave been consolidated or merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its President, any Executive Vice President, any Senior Vice President, President or any other a Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary or an Assistant Secretary. The signature of any of these officers on the Securities may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either the Company may deliver Initial Securities executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of themsuch Initial Securities directing the Trustee to authenticate the Securities and certifying that all conditions precedent to the issuance of Securities contained herein have been fully complied with, shall (upon Company Order) authenticate and deliver Securities for original issue the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Securities. On Company Order. The Trustees may appoint , the Trustee shall authenticate for original issue Exchange Securities in an authenticating agent reasonably acceptable aggregate principal amount not to exceed $100,000,000; provided that such Exchange Securities shall be issuable -------- only upon the valid surrender for cancellation of Initial Securities of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration Rights Agreement. In each case, the Trustee shall be entitled to receive an Officers' Certificate and an Opinion of Counsel of the Company to authenticate the that it may reasonably request in connection with such authentication of Securities. Each reference in this Indenture Such order shall specify the amount of Securities to authentication by either Trustee includes authentication by such agentbe authenticated and the date on which the original issue of Initial Securities or Exchange Securities is to be authenticated. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein in Exhibit A duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture. In case the Company, which shall implement the provisions of this Indenture that relate pursuant to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its Wholly Owned Restricted Subsidiaries incorporated in properties and assets substantially as an entirety to any Person, and the United States may act as Paying Agentsuccessor Person resulting from such consolidation, Security Registraror surviving such merger, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, into which the Company shall not be have been merged, or the surviving PersonPerson which shall have received a conveyance, the successor Person transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order Request of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any two of the following: its Chairman, any Vice Chairman, its President, any Executive its Vice President, any Senior Vice President, Presidents or any other Vice Presidentits Treasurer, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The Trustees, or either of them, Trustee shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company Orderan aggregate principal amount of up to $200,000,000. The Trustees Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either the Trustee includes authentication by such agent. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatoryofficer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees Trustee of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and Trustee shall be entitled to appropriate compensation therefor pursuant to Section 607606. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. IfIn case the Company, after pursuant to Article Eight, shall be amalgamated, consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the occurrence of a transaction successor Person resulting from such amalgamation, consolidation, or a series of related transactions referred to in Section 801surviving such merger, or into which the Company shall not be the surviving Personhave been merged, or the successor Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of themTrustee, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any of the following: its Chairman, its PresidentVice Chairman, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company and having endorsed thereon the Subsidiary Guarantees executed as provided in Section 1302 by the Subsidiary Guarantors to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities with such Subsidiary Guarantees endorsed thereon; and the Trustee in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to Order shall authenticate the Securities. Each reference and deliver such Securities with such Subsidiary Guarantees endorsed thereon as in this Indenture to authentication by either Trustee includes authentication by such agentprovided and not otherwise. Each Security shall be dated the date of its authentication. No Security or Subsidiary Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture hereunder and that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated each Subsidiary Guarantee endorsed thereon has been duly endorsed thereon and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new namehereunder.

Authentication, Delivery and Dating. Subject to the provisions of Section 309 hereof, upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, the Company may deliver Unit Certificates executed by the Company to the Unit Agent for authentication, execution on behalf of the Holders and delivery, together with its Issuer Order for authentication of such The Securities Unit Certificates shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentVice Chairman of the Board, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities Unit Certificates may be manual or facsimile. Securities Unit Certificates bearing the manual or facsimile signatures of individuals who were at any time 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 Securities Unit Certificates or did not hold such offices at the date of such Securities. The Trustees, or either of them, shall (upon Company Order) authenticate and deliver Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the SecuritiesUnit Certificates. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security Unit Certificate shall be dated the date of its authentication. No Security Purchase Contract or Call Option underlying a Unit evidenced by a Unit Certificate shall be valid until such Unit Certificate has been executed on behalf of the Holder by the manual signature of an authorized signatory of the Unit Agent, as such Holder's attorney-in-fact. Such signature by an authorized signatory of the Unit Agent shall be conclusive evidence that the Holder of such Unit Certificate has entered into the Purchase Contracts and Call Options underlying the Units evidenced by such Unit Certificate. No Unit Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Security Unit Certificate a certificate of authentication substantially in the form provided for herein duly executed by an authorized signatory of the U.S. Trustee or by the Canadian Trustee Unit Agent by manual signature of an authorized signatorysignature, and such certificate upon any Security Unit Certificate shall be conclusive evidence, and the only evidence, that such Security Unit Certificate has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. (a) Upon the execution and delivery of this Indenture, the Issuer will execute and deliver Debt Securities in an aggregate principal amount not in excess of $30,000,000 to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of the Debt Securities, and the Trustee in accordance with the Issuer Order shall authenticate and deliver the Debt Securities. The Securities Trustee shall be executed on behalf of the Company by any of the following: its Chairmanentitled to receive, its President, any Executive Vice President, any Senior Vice President, or any other Vice President, under its corporate seal reproduced thereon and attested by its Corporate Secretary. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 the Debt Securities, an Officers' Certificate stating that all conditions precedent provided for in this Indenture relating to the issuance of the Debt Securities have been complied with and as to the absence of any event that is, or did after notice or lapse of time or both would become, a Default. (b) The Trustee shall not hold such offices at be required to authenticate any Debt Securities if the date issuance of such Securities. The TrusteesDebt Securities pursuant to this Indenture will adversely affect the Trustee's own rights, duties or either of them, shall (upon Company Order) authenticate immunities under the Debt Securities and deliver Securities for original issue this Indenture or otherwise in accordance with such Company Order. The Trustees may appoint an authenticating agent a manner which is not reasonably acceptable to the Company to authenticate the Securities. Trustee. (c) Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Debt Security shall be dated the date of its authentication. . (d) No Debt Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debt Security a certificate of authentication substantially in one of the form forms provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee an Authenticating Agent by manual signature of an one of its authorized signatoryofficers, and such certificate upon any Debt Security shall be conclusive evidence, and the only evidence, that such Debt Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement with any Security Registrar, Paying Agent or co-registrar not a party hereunder and is entitled to the benefits of this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any one of its Chairman of the following: its ChairmanBoard, its President, any Executive President or one of its Vice President, any Senior Vice President, or any other Vice President, Presidents under its corporate seal reproduced thereon and attested to by its Corporate Secretary. The signature Secretary or one of any of these officers on the Securities may be manual or facsimileits Assistant Secretaries. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at on the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee 57 for original issue authentication, together with a Company Order for the authentication and delivery of such Securities, in compliance with Section 103 hereof, and the Trustee, in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to , shall authenticate the Securities. Each reference and deliver such Securities as provided in this Indenture and not otherwise. Each such Company Order shall specify the amount of Securities to authentication be authenticated and the date on which the Securities are to be authenticated or such other information as the Trustee shall reasonably request. The Trustee shall not be required to authenticate and deliver any Securities if (i) the issue of such Securities pursuant to this Indenture will adversely affect the Trustee's own rights, duties or immunities under the Securities and this Indenture; (ii) the Trustee, being advised by either counsel, determines that such action may not lawfully be taken; or (iii) the Trustee includes authentication in good faith, acting by its board of directors or officers of the Trustee, determines that such agentaction would expose the Trustee to personal liability to Holders of any Outstanding Securities. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall enter into an appropriate agency agreement deliver such Security to the Trustee for cancellation as provided in Section 311 and in compliance with any Section 103, for all purposes of this Indenture such Security Registrar, Paying Agent or co-registrar not a party shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture. In case the Company or any Guarantor, which shall implement pursuant to and in accordance with the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying AgentArticle Eight, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company consolidated, merged with or into any other Person or shall sell, assign, convey, transfer or lease substantially all of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar properties and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred assets to in Section 801, the Company shall not be the surviving any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the Person which shall have received a sale, assignment, conveyance, transfer or lease as aforesaid, shall have executed an indenture supplemental hereto with the Trustees Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, sale, assignment, conveyance, transfer, transfer or lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; amount and the Trustees, or either of themTrustee, upon Company Order Request of the successor PersonPerson in compliance with Section 103, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder the Holders but without expense to such Holderthem, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. The Trustee (at the expense of the Company) may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities on behalf of the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and its Affiliates.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Company by any its Chairman of the following: its ChairmanBoard, its PresidentChief Executive Officer, any Executive its President or one of its Vice President, any Senior Vice President, or any other Vice PresidentPresidents, under its corporate seal or a facsimile thereof reproduced thereon and attested by its Corporate SecretarySecretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time 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 Securities or did not hold such offices at the date of such Securities. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon the Company Order) authenticate and may deliver Securities executed by the Company to the Trustee for original issue authentication, together with a Company Order for the authentication and delivery of such Securities; and the Trustee in accordance with such Company Order. The Trustees Order shall, either at one time or from time to time pursuant to such instructions as may appoint an authenticating agent reasonably acceptable to the Company to be described therein, authenticate the Securities. Each reference and deliver such Securities as in this Indenture provided and not otherwise. Such Company Order shall specify the amount of Securities to authentication by either Trustee includes authentication by be authenticated and the date on which the original issue of Securities is to be authenticated, and shall certify that all conditions precedent to the issuance of such agentSecurities contained in this Indenture have been complied with. The aggregate principal amount of Securities Outstanding at any time may not exceed the amount set forth above except as provided in Section 306. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Trustee or by the Canadian Trustee by manual signature of an authorized signatorysignature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. The Company shall enter into Trustee may appoint an appropriate agency agreement with any Security Registrar, Paying Authenticating Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to the terms of Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions referred to in Section 801, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto with the Trustees pursuant to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, shall authenticate and deliver replacement Securities as specified in such request for the purpose of such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name614.

Authentication, Delivery and Dating. The Securities and any Guarantee to be endorsed thereon shall be executed on behalf of the Company Issuer or the related Guarantor, as applicable, by any the Chairman, President or one of the following: its Chairman, its President, any Executive Vice President, any Senior Vice PresidentPresidents of the Issuer, or any other Vice Presidentsuch Guarantor, under its and may (but need not) have the Issuer’s or the Guarantor’s, as applicable, corporate seal or a facsimile thereof reproduced thereon and attested by its Corporate Secretarythereon. The signature of any of these officers on the Securities may be manual manual, electronic or facsimile. Securities and any related Guarantees bearing the manual manual, electronic or facsimile signatures of individuals who were at any time the proper officers of the Company shall Issuer or any Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the CompanyIssuer or such Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such SecuritiesSecurities or any such related Guarantee. The TrusteesAt any time and from time to time after the execution and delivery of this Indenture, or either of them, shall (upon Company Order) authenticate and the Issuer may deliver Securities for original issue in accordance with such Company Order. The Trustees may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Each reference in this Indenture to authentication by either Trustee includes authentication by such agent. Each Security shall be dated the date of its authentication. No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the U.S. Issuer to the Trustee for authentication and, provided that the Board Resolutions and Officer’s Certificate or by the Canadian Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. The Company shall enter into an appropriate agency agreement supplemental indenture or indentures with any Security Registrar, Paying Agent or co-registrar not a party to this Indenture, which shall implement the provisions of this Indenture that relate respect to such agent. The Company shall notify the Trustees of the name and address of any such agent. If the Company fails to maintain a Security Registrar or Paying Agent, the Trustees shall perform such duties and shall be entitled to appropriate compensation therefor pursuant to Section 607. The Company or any of its Wholly Owned Restricted Subsidiaries incorporated in the United States may act as Paying Agent, Security Registrar, co-registrar or transfer agent. The Company initially appoints the U.S. Trustee as Security Registrar and Paying Agent in connection with the Securities. If, after the occurrence of a transaction or a series of related transactions Securities referred to in Section 801301 and an Issuer Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Company shall not be the surviving Person, the successor Person shall have executed an indenture supplemental hereto Trustee in accordance with the Trustees pursuant Issuer Order and subject to Article Eight, any of the Securities authenticated or delivered prior to such amalgamation, consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange provisions hereof and of like principal amount; and the Trustees, or either of them, upon Company Order of the successor Person, such Securities shall authenticate and deliver replacement Securities as specified in such request for the purpose of Securities. In authenticating such exchange. If replacement Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at and accepting the option of any Holder but without expense additional responsibilities under this Indenture in relation to such HolderSecurities, the Trustee shall provide for receive, and (subject to Sections 315(a) through 315(d) of the exchange Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of all Securities at Counsel to the time Outstanding held by such Holder for Securities authenticated and delivered in such new name.following effect: