Common use of Euroclear and Clearstream Procedures Applicable Clause in Contracts

Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream. 55 Section 2.2 Execution and Authentication 55 Section 2.3 Registrar and Paying Agent 56 Section 2.4 Paying Agent to Hold Money in Trust 56 Section 2.5 Holder Lists 57 Section 2.6 Transfer and Exchange 57 -iv- (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Notes Depositary or to a successor Notes Depositary or a nominee of such successor Notes Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Notes Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Notes Depositary is not appointed by the Issuer within 120 days or (ii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Notes Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(b)(ii)(B) and Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or Section 2.06(c) hereof. 57 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Notes Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 57 (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. 59

Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream. 55 Section 2.2 Execution and Authentication 55 Section 2.3 Registrar and Paying Agent 56 Section 2.4 Paying Agent to Hold Money in Trust 56 Section 2.5 Holder Lists 57 Section 2.6 Transfer and Exchange 57 -iv- (a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Notes Depositary or to a successor Notes Depositary or a nominee of such successor Notes Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) the Notes Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Notes Depositary is not appointed by the Issuer within 120 days or (ii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Notes Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(b)(ii)(B) and Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in the Trustee and the Paying Agent and the Registrar shall not have any duty or obligation with respect to any such procedures. An Officer must sign the Notes for the Issuer by manual or facsimile signature. If the Officer whose signature is on a Global Note may no longer holds that office at the time a Note is authenticated, the Note will nevertheless be transferred and exchanged valid. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as provided in Section 2.06(bthe initial authenticating agent (the “Authenticating Agent”) or Section 2.06(c) hereof. 57 (b) Transfer and Exchange of Beneficial Interests in to authenticate the Global Notes. A Note will not be valid until authenticated by the manual or facsimile signature of the Authenticating Agent. The transfer signature will be conclusive evidence that the Note has been authenticated under this Indenture. On the Issue Date, the Authenticating Agent shall, upon receipt of a written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate and exchange deliver the Initial Notes for original issue up to €350,000,000 in aggregate principal amount of beneficial interests Notes and, upon delivery of any Authentication Order at any time and from time to time thereafter, the Authenticating Agent shall authenticate Additional Notes for original issue, or Definitive Notes issued pursuant to Section 2.04 hereof, in an aggregate principal amount specified in such Authentication Order. Such Authentication Order shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, and the date from which interest on such Notes shall accrue, whether the Notes are to be issued as definitive Notes or Global Notes shall be effected through and whether or not the Notes Depositaryshall bear any legend, in accordance with or such other information as the Trustee may reasonably request. In addition, such Authentication Order shall include a statement that the Person signing the Authentication Order has (i) read and understood the provisions of this Indenture and relevant to the Applicable Procedures. Beneficial interests statements in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or Authentication Order and (ii) belowmade such examination or investigation as is necessary to enable him to make such statements. The Authenticating Agent may appoint additional or replacement authenticating agents reasonably acceptable to the Issuer to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by the Issuer, a copy of which shall be furnished to the Trustee. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Authenticating Agent may do so. Each reference in this Indenture to authentication by the Authenticating Agent includes authentication by such agent. The Authenticating Agent has the same rights as applicable, as well as one an Agent to deal with Holders or more an Affiliate of the other following subparagraphs, as applicable: 57 (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. 59Issuer.

Euroclear and Clearstream Procedures Applicable. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “"General Terms and Conditions of Clearstream Banking” Clearstream" and “"Customer Handbook” " of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream. 55 Section 2.2 Execution and Authentication 55 Section 2.3 Registrar and Paying Agent 56 Section 2.4 Paying Agent to Hold Money in Trust 56 Section 2.5 Holder Lists 57 Section 2.6 Transfer and Exchange 57 -iv- (a) Transfer and Exchange of Global NotesAuthentication. Except as otherwise set forth in this Section 2.06Two Officers shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, a Global the Note may shall nevertheless be transferred, in whole and valid. A Note shall not in part, only to another nominee be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated pursuant to the terms of this Indenture. The Trustee shall, upon written order of the Company signed by two Officers in the form of an Officers' Certificate, authenticate Notes Depositary or for original issue. The written order shall specify the amount of Notes to a successor Notes Depositary or a nominee of such successor Notes Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless (i) authenticated, the date on which the Notes Depositary (x) notifies the Issuer that it is unwilling or unable are to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Notes Depositary is not appointed by the Issuer within 120 days or (ii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Notes Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered the aggregate principal amount of outstanding Notes on the authentication date. As of the date of this Indenture, there shall be issued, authenticated and outstanding $50,000,000 aggregate principal amount of Notes designated as 13% Series A Senior Subordinated Notes due 2007. The Company may, subject to Section 4.11 hereof and applicable law, issue additional Notes under this Indenture in the form of, and shall be, a Global Note, except for Definitive one or more series. Any Notes issued subsequent to any of after the preceding events in (i) or (ii) above and pursuant to Section 2.06(b)(ii)(B) and Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or Section 2.06(c) hereof. 57 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Notes Depositary, in accordance with the provisions date of this Indenture shall be governed by, and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein the terms and entitled to the extent required benefits of this Indenture. The initial Notes and any additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, voting, waivers, consents, amendments, redemptions and offers to purchase. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless otherwise provided in the appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Securities ActTrustee includes authentication by such agent. Transfers of beneficial interests in An authenticating agent has the Global Notes also shall require compliance same rights as an Agent to deal with either subparagraph (i) or (ii) belowthe Company, as applicable, as well as one or more any Affiliate of the other following subparagraphsCompany, as applicable: 57 (c) Transfer or Exchange any of Beneficial Interests for Definitive Notes. 59their respective Subsidiaries.

Euroclear and Clearstream Procedures Applicable. The provisions of the “"Operating Procedures of the Euroclear System” " and “"Terms and Conditions Governing Use of Euroclear” " and the “"General Terms and Conditions of Clearstream Banking” " and “"Customer Handbook” " of Clearstream shall will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream. 55 Section 2.2 Execution and Authentication 55 Section 2.3 Registrar and Paying Agent 56 Section 2.4 Paying Agent to Hold Money in Trust 56 Section 2.5 Holder Lists 57 Section 2.6 Transfer and Exchange 57 -iv- (a) Transfer and Exchange of Global NotesAuthentication. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee Two Officers of the Company shall sign the Notes Depositary for the Company by manual or to facsimile signature. If an Officer of the Company whose signature is on a successor Notes Depositary or a nominee of such successor Notes DepositaryNote no longer holds that office at the time the Note is authenticated, the Note shall nevertheless be valid. A beneficial interest in a Global Note may shall not be exchanged for valid until authenticated by the manual signature of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered under this Indenture. The Trustee shall, upon receipt of a Definitive Note unless written order of the Company signed by two Officers (an "Authentication Order"), authenticate (i) Notes for original issue in an aggregate principal amount up to $390,000,000 on the Notes Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Notes Depositary is not appointed by the Issuer within 120 days or (ii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Notes Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(b)(ii)(B) and Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or Section 2.06(c) hereof. 57 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Notes Depositary, in accordance with the provisions date of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) belowAdditional Notes from time to time as permitted under this Indenture. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as applicablean Agent to deal with any Holder, as well as one the Company or more an Affiliate of the other following subparagraphs, as applicable: 57 (c) Transfer Company. The Trustee shall not be liable for any act or Exchange failure to act of Beneficial Interests for Definitive Notesthe authenticating agent to perform any duty either required herein or authorized herein to be performed by such person in accordance with this Indenture. 59Each authenticating agent shall be acceptable to the Company and otherwise comply in all respects with the eligibility requirements of the Trustee contained in this Indenture.

Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes Securities that are held by Participants through Euroclear or Clearstream. Section 2.2. 55 Section 2.2 Execution and Authentication. One Officer shall sign the Securities for the Company by manual or facsimile signature. If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless, after giving effect to any exchange of Initial Securities for Exchange Securities. A Security shall not be valid until an authorized signatory of the Trustee manually authenticates the Security. The Trustee shall, upon a written order of the Company signed by one Officer (an “Authentication 55 Section 2.3 Registrar Order”), authenticate Securities for original issue on the date hereof in the aggregate principal amount of $400 million. The signature of the Trustee on a Security shall be conclusive evidence that such Security has been duly and Paying Agent 56 Section 2.4 Paying Agent validly authenticated and issued under this Indenture. At any time and from time to Hold Money time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) the Initial Securities for issue on the Issue Date in Trust 56 Section 2.5 Holder Lists 57 Section 2.6 Transfer an aggregate principal amount of $400,000,000, (2) from time to time, the Additional Securities, and (3) Exchange 57 -iv- (a) Transfer Securities for issue only in an Exchange Offer pursuant to the Registration Rights Agreement, and only in exchange for the applicable Initial Securities or the Additional Securities, as the case may be, of the same series of an equal principal amount, in each case upon a Company Order. Such Company Order shall specify the amount of the Securities to be authenticated and the date on which the original issue of Securities are to be authenticated and whether the Securities are to be Initial Securities, Additional Securities or Exchange of Global NotesSecurities. Except as otherwise With respect to any Additional Securities, the Company shall set forth in this Section 2.06a resolution of its Board of Directors and an Officers’ Certificate, a Global Note may be transferred, in whole and not in part, only to another nominee of the Notes Depositary or to a successor Notes Depositary or a nominee of such successor Notes Depositary. A beneficial interest in a Global Note may not be exchanged for a Definitive Note unless following information: (i) the Notes Depositary (x) notifies the Issuer that it is unwilling or unable to continue as Depositary for aggregate principal amount of such Global Note or (y) has ceased Additional Securities to be a clearing agency registered under the Exchange Act authenticated and delivered pursuant to this Indenture; and, in either case, a successor Notes Depositary is not appointed by the Issuer within 120 days or (ii) there the issue price and the issue date of the Additional Securities. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. All Securities issued under this Indenture (whether Initial Securities, Additional Securities or Exchange Securities) will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. In case the Company, pursuant to Article IV herein, shall be consolidated or merged with or into any other Person or shall transfer or lease all or substantially all of its assets to any Person, and the successor Person formed by or surviving any such consolidation or any such merger, or to which such transfer or lease shall have occurred and be continuing a Default or Event of Default been made, shall have executed an indenture supplemental hereto with respect the Trustee pursuant to the Notes. Upon the occurrence of Article IV herein, any of the preceding events in (i) Securities authenticated or (ii) abovedelivered prior to such consolidation, Definitive Notes delivered in exchange merger, conveyance, transfer or lease may, from time to time, at the request of the successor Person, be exchanged for any Global Note or beneficial interests therein will be registered other Securities executed in the names, and issued in any approved denominations, requested by or on behalf name of the Notes Depositary (successor Person with such changes in accordance with its customary procedures). Global Notes also phraseology and form as may be exchanged or replacedappropriate, but otherwise in whole or in partsubstance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, as provided in Section 2.07 and Section 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10 hereofupon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 herein in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any option of the preceding events in (i) or (ii) above and pursuant Holders but without expense to Section 2.06(b)(ii)(B) and Section 2.06(c) hereof. A Global Note may not be exchanged them, shall provide for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or Section 2.06(c) hereof. 57 (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests all Securities at the time Outstanding for Securities authenticated and delivered in the Global Notes shall be effected through the Notes Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: 57 (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. 59such new name.