Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08. The Securities shall be known and designated as the “6.00% Senior Notes due 2017” of the Company. The Stated Maturity of the Securities shall be June 30, 2017, and the Securities shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 2013, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on the first issuance is limited to the sum of $50,000,000 in principal amount of Securities, 55,670,112 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, Section 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 11.08 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0813.02. The Securities shall be known and designated as the “6.00% Senior Notes due 2017” "Convertible Junior Subordinated Debentures Due 2030" of the Company. The Their Stated Maturity shall be March 15, 2030, and they shall bear interest equal to $0.50 per each $27 principal amount, during the period from issuance of the Securities shall be June 30to March 15, 20172000, and the Securities they shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the SecuritiesApplicable Rate, from May 10March 15, 2013 2000 or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on May March 15, June 15, September 15 and November December 15 in (each an "Interest Payment Date") of each year, commencing November March 15, 20132000, until the principal thereof is paid or duly provided formade available for payment, and interest payable on an Interest Payment Date shall be paid to the Person in whose name the Security is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the first of the month in which the applicable Interest Payment Date occurs(the "Regular Record Date"). Interest will compound quarterly and will accrue at the Applicable Rate on any overdue principalinterest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.13 hereof. Except for the interest payable on March 15, 2000, the amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 30-day month. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on such date. If at any time (including upon the occurrence of a Tax Event) while the Property Trustee is the Holder of all the Securities, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any case, the Company will pay as additional amounts ("Additional Sums") on the Securities held by the Property Trustee, such additional amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying such taxes, duties, assessments or other governmental charges will be equal to the extent lawful) amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or premium, if any, shall be payable on demandother governmental charges been imposed. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in New York, New York maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxxthe time of payment is legal tender for payment of public and private debts; PROVIDED, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, howeverHOWEVER, that at any time that the Property Trustee is not the sole holder of the Securities, payment of interest may be made may, at the option of the Company Company, be made by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase Register or by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15wire transfer. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesXI hereof. The Securities shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased Debt as provided in Article FourXII hereof. The Securities shall be convertible as provided in Article XIII hereof.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on the first issuance is limited to the sum of (a) $50,000,000 in 180,412,350 and (b) such aggregate principal amount (which may not exceed $207,474,200 aggregate principal amount) of Securities, if any, as shall be purchased by the Trust pursuant to an over-allotment option in accordance with the terms and provisions of the Purchase Agreement except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06906, 3.07, 3.08, 9.06, 10.12, 10.15 1108 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081301. The Securities shall be known and designated as the “6.00"6 3/4% Senior Notes Convertible Subordinated Debentures due 2017” 2016" of the Company. The Their Stated Maturity of the Securities shall be June 30October 1, 20172016, and the Securities they shall each bear interest at the rate of 6.006 3/4% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom October 2, from May 10, 2013 1996 or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on May 15 January 1, April 1, July 1 and November 15 in October 1 (each an "Interest Payment Date") of each year, commencing November 15January 1, 2013, 1997 until the principal thereof is paid or duly provided formade available for payment, and they shall be paid to the Person in whose name the Security is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the Business Day immediately preceding such Interest Payment Date; PROVIDED, HOWEVER, that for so long as the Securities are held by the Trust or the Property Trustee of the Trust, if any Preferred Securities (or if the Trust is liquidated in connection with a Special Event, any Securities) are held in certificated form, the Record Date for each Interest Payment Date shall be 15 days prior to such Interest Payment Date (in each case, a "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of 6 3/4% per annum on any overdue principalinterest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Securities, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest (to "Additional Interest") on the extent lawful) or premiumSecurities held by the Property Trustee, if any, such amounts as shall be payable on demandrequired so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency in the United States maintained by the Company for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; PROVIDED, HOWEVER, that unless the Securities are held by the Trust or any successor permissible under the Declaration, at the option of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securitieshereof. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased convertible as provided in Article FourThirteen hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities29,108,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities securities pursuant to Sections 3.03Section 303, 3.04304, 3.05305, 3.06306, 3.07, 3.08, 9.06, 10.12, 10.15 906 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081209. The Securities shall be known and designated as the “6.00"7.75% Senior Notes due 2017” Debentures Due 2016" of the Company. The Their Stated Maturity of the Securities shall be June September 30, 20172016, and the Securities they shall each bear interest at the rate of 6.007.75% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom November 21, from May 10, 2013 1996 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on May 15 March 31, June 30, September 30 and November 15 in December 31 of each year, commencing November 15December 31, 2013, 1996 until the principal thereof is paid or duly provided formade available for payment. Interest will compound quarterly and will accrue at the rate of 7.75% per annum on any overdue principalinterest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth below in this Section 301. In the event that any date on which interest is payable on the Securities is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (to the extent lawful) or premiumexcept that, if anysuch Business Day is in the next succeeding calendar year, such Interest Payment Date shall be payable on demandthe immediately preceding Business Day) (and without any interest or other payment in respect of any such delay). The principal ofCompany shall have the right, premiumat any time during the term of the Securities, if any, and from time to time to extend the interest on, payment period for up to six consecutive quarters (the Securities shall be payable "Extension Period") during which period interest will compound quarterly and the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require make partial payments of interest on any Interest Payment Date, and at the end of which Extension Period the Company shall pay all interest then accrued and unpaid thereon (together with Additional Interest at the rate specified for the Securities to purchase their Securitiesthe extent permitted by applicable law). Prior to the termination of any such Extension Period, in whole the Company may further extend the interest payment period, provided that such Extension Period together with all such previous and further extensions thereof shall not exceed six consecutive quarters or in part, in extend beyond the event Maturity of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may select a new Extension Period, subject to the foregoing requirements. No interest shall be Senior Indebtedness due and payable during an Extension Period, except at the end thereof. The Company shall give the Trust, the Partnership and the Trustee notice of its selection of such Extension Period subject to the above requirements at least one Business Day prior to the earlier of (i) the Interest Payment Date or (ii) the date the Trust is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness Trust Preferred Securities of the Company and senior record date or the date such distributions are payable, but in any event not less than one Business Day prior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Foursuch record date.

Title and Terms. The aggregate principal amount of Securities which Convertible Debentures that may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities355,670,131.25, except for Securities Convertible Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Convertible Debentures pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06906, 3.07, 3.08, 9.06, 10.12, 10.15 1109 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081301. The Securities Convertible Debentures shall be known and designated as the “6.00"7% Senior Notes due 2017” Convertible Junior Subordinated Debentures Due 2028" of the Company. The Their Stated Maturity of the Securities shall be June 30May 1, 20172028, and the Securities they shall each bear interest at the rate of 6.007% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 104, 2013 1998 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on February 1, May 15 1, August 1 and November 15 in 1 (each an "Interest Payment Date") of each year, commencing November 15August 1, 20131998, until the principal thereof is paid or duly provided formade available for payment, and they shall be paid to the Person in whose name the Convertible Debenture is registered at 5:00 p.m. (New York City time) on the regular record date for such interest installment, which shall be the close of business on the Business Day next preceding such interest payment date (the "Regular Record Date"); provided, however, in the event the Convertible Debentures are held by any entity other than the Trust, the Company may set other record dates. Interest will compound quarterly and will accrue at the rate of 7% per annum on any overdue principalinterest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed per 90-day quarter. In the event that any date on which interest is payable on the Convertible Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Convertible Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest (to "Additional Interest") on the extent lawful) Convertible Debentures held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or premiumother governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, if anyduties, assessments or other governmental charges been imposed. The principal of and interest on the Convertible Debentures shall be payable on demand. The principal of, premium, if any, and interest on, at the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in the United States maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxxthe time of payment is legal tender for payment of public and private debts; PROVIDED, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, howeverHOWEVER, that unless the Convertible Debentures are held by the Trust or any successor permissible under Section 612 of this Indenture, at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities Convertible Debentures shall be redeemable as provided in Article Eleven and in the Securitieshereof. The Securities Convertible Debentures shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve hereof. The Convertible Debentures shall be convertible as provided in Article Thirteen hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 ___ in principal amount of SecuritiesSecurities and any PIK Securities issued in connection therein, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 3.3, 3.043.4, 3.053.5, 3.063.6, 3.073.7, 3.083.8, 9.069.6, 10.12, 10.15 10.13 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0811.8. The Securities shall be known and designated as the “6.00135/8%/12% Senior [Senior] [Junior] Subordinated Toggle Notes due 20172013” of the Company. The Stated Maturity of the Securities shall be June 30___, 20172013. The Company shall pay interest on the principal amount of the Securities at its option, (i) entirely in cash or (ii) entirely by increasing the principal amount of the outstanding Securities or by issuing PIK Securities (“PIK Interest”), provided that the Company may pay Cash Interest only if the Company has EBITDA (excluding the impact of non-cash revenues until received) for the four full fiscal quarters for which financial results are available immediately preceding the relevant Interest Payment Date exceeding $200.0 million, and the Company and its consolidated subsidiaries have, after giving effect to such Cash Interest payment, $75 million of (a) combined unrestricted cash and cash equivalents, plus (b) then unrestricted borrowing availability under the Credit Agreement. The Company shall pay interest, annually in arrears on ___ of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Securities shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or will accrue from the most recent Interest Payment Date date to which interest has been paid or, if no interest has been paid, payable semiannually on May 15 and November 15 in each yearfrom the Issue Date; provided that the first Interest Payment Date shall be ___, commencing November 15, 2013, until the principal thereof is paid or duly provided for2008. Cash Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable Securities will accrue at a rate of 12% per annum and PIK Interest on demandthe Securities will accrue at a rate of 135/8% per annum. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office the Corporate Trust Office of the Trustee located Trustee) or at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)such other office or agency as may be maintained for such purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons Person entitled thereto as shown such addresses shall appear on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture the PIK Securities, if any, will be treated as one class and are together referred to as the “Securities.” For purposes of this Indenture, all references to “principal amount” of the Securities shall include any increase in the principal amount of the Securities as a result of PIK Payment. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. 38 Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.1510.13. The Securities shall not be entitled to the benefits of any sinking fund. The Securities shall be redeemable as provided in Article Eleven XI and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourIV.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on the first issuance is initially limited to $50,000,000 in principal amount of Securities[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03304, 3.04305, 3.05306, 3.06906, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 1108 and 10.081301. The Securities shall be known and designated as the “6.00Company's "_____% Senior Notes due 2017” of Convertible Trust III Subordinated Debentures Due _____" issued in connection with the CompanyCash Offer. The Their Stated Maturity of the Securities shall be June 30, 2017______________, and the Securities they shall each bear interest at the rate of 6.00_____% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom [__________, from May 102001], 2013 or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 in (each an "Interest Payment Date") of each year, commencing November February 15, 20132002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. Interest , on any overdue principalInterest Payment Date shall be paid, interest (in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the extent lawful) or premiumPerson in whose name a Security is registered at the close of business on the regular record date for such interest installment, if any, which shall be payable on demandthe date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The principal of, premium, if any, and Company may elect to pay such interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency by delivery of the Company maintained for such purposes (which initially will be a corporate trust office shares of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued Fleetwood Common Stock pursuant to this Indenture will be treated as one class Section 301 if and are together referred to as only if the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders following conditions shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.been satisfied:

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities517,500,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 306 or 11.08. Additional Securities may be issued under the Indenture 906 or in compliance connection with Sections 3.03 and 10.08a Designated Event Offer pursuant to Section 1201. The Securities shall be known and designated as the “6.00"5 3/4% Senior Convertible Subordinated Notes due 2017” 2009" of the Company. The Stated Maturity of the Securities shall be June 30January 15, 2017, and the 2009. The Securities shall each bear interest at the rate of 6.005 3/4% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom January 12, from May 10, 2013 2001 or from the most recent Interest Payment Date thereafter to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually semi-annually on May January 15 and November 15 in each yearJuly 15, commencing November July 15, 20132001, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company maintained made available for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)payment; provided, however, that payment if (i) the Company's registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") registering this Security for resale has not become or been declared effective by July 11, 2001, or (ii) the Registration Statement is declared effective, but shall thereafter cease to be effective (otherwise than during any permitted Suspension Period described in the Registration Rights Agreement) without being succeeded promptly by an additional registration statement filed and declared effective, in each case upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in clauses (i) and (ii), but excluding any permitted Suspension Period described in the Registration Rights Agreement, a "Registration Default"), then interest will accrue (in addition to the stated rate of interest may be made on the Securities) (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the option principal amount of the Company by check mailed to addresses Securities, for the period from the occurrence of the Persons entitled thereto Registration Default until such time (the "Step-Down Date") as shown on no Registration Default is in effect and the Security Register. For per annum rate of such interest shall increase (the "Subsequent Step-Up") by an additional 0.25% per annum for each subsequent 90-day period during which a Registration Default continues (provided that the Step-Up and all purposes hereunder, Subsequent Step-Up interest rates shall not exceed 0.5% per annum in the Initial Securities aggregate) and any Additional Securities issued pursuant to this Indenture Liquidated Damages will be treated payable at such increased rate until such time (the "Subsequent Step Down Date") as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of such Registration Default thereunder may be defeased as provided in Article Four.is

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 $ in principal amount of SecuritiesSecurities and any PIK Securities issued in connection therein, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 3.3, 3.043.4, 3.053.5, 3.063.6, 3.073.7, 3.083.8, 9.069.6, 10.12, 10.15 10.13 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0811.8. The Securities shall be known and designated as the “6.00135/8%/12% Senior [Senior] [Junior] Subordinated Toggle Notes due 20172013” of the Company. The Stated Maturity of the Securities shall be June 30___, 20172013. The Company shall pay interest on the principal amount of the Securities at its option, (i) entirely in cash or (ii) entirely by increasing the principal amount of the outstanding Securities or by issuing PIK Securities (“PIK Interest”), provided that the Company may pay Cash Interest only if the Company has EBITDA (excluding the impact of non-cash revenues until received) for the four full fiscal quarters for which financial results are available immediately preceding the relevant Interest Payment Date exceeding $200.0 million, and the Company and its consolidated subsidiaries have, after giving effect to such Cash Interest payment, $75 million of (a) combined unrestricted cash and cash equivalents, plus (b) then unrestricted borrowing availability under the Credit Agreement. The Company shall pay interest, annually in arrears on of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Securities shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or will accrue from the most recent Interest Payment Date date to which interest has been paid or, if no interest has been paid, payable semiannually on May 15 and November 15 in each yearfrom the Issue Date; provided that the first Interest Payment Date shall be ___, commencing November 15, 2013, until the principal thereof is paid or duly provided for2008. Cash Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable Securities will accrue at a rate of 12% per annum and PIK Interest on demandthe Securities will accrue at a rate of 135/8% per annum. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office the Corporate Trust Office of the Trustee located Trustee) or at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)such other office or agency as may be maintained for such purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons Person entitled thereto as shown such addresses shall appear on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture the PIK Securities, if any, will be treated as one class and are together referred to as the “Securities.” For purposes of this Indenture, all references to “principal amount” of the Securities shall include any increase in the principal amount of the Securities as a result of PIK Payment. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. 38 Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.1510.13. The Securities shall not be entitled to the benefits of any sinking fund. The Securities shall be redeemable as provided in Article Eleven XI and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourIV.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on the first issuance is limited to the sum of $50,000,000 in principal amount of Securities, - except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, Section 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 11.08 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0813.02. The Securities shall be known and designated as the “6.00% Senior Notes due 2017” "Convertible Junior Subordinated Debentures Due 2030" of the Company. The Their Stated Maturity shall be March 15, 2030, and they shall bear interest equal to $0.50 per each $27 principal amount, during the period from issuance of the Securities shall be June 30to March 15, 20172000, and the Securities they shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the SecuritiesApplicable Rate, from May 10March 15, 2013 2000 or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on May March 15, June 15, September 15 and November December 15 in (each an "Interest Payment Date") of each year, commencing November March 15, 20132000, until the principal thereof is paid or duly provided formade available for payment, and interest payable on an Interest Payment Date shall be paid to the Person in whose name the Security is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the first of the month in which the applicable Interest Payment Date occurs(the "Regular Record Date"). Interest will compound quarterly and will accrue at the Applicable Rate on any overdue principalinterest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.13 hereof. Except for the interest payable on March 15, 2000, the amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months and except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 30-day month. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on such date. 30 30 If at any time (including upon the occurrence of a Tax Event) while the Property Trustee is the Holder of all the Securities, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any case, the Company will pay as additional amounts ("Additional Sums") on the Securities held by the Property Trustee, such additional amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying such taxes, duties, assessments or other governmental charges will be equal to the extent lawful) amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or premium, if any, shall be payable on demandother governmental charges been imposed. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in New York, New York maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)the time of payment is legal tender for payment of public and private debts; provided, however, that at any time that the Property Trustee is not the sole holder of the Securities, payment of interest may be made may, at the option of the Company Company, be made by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase Register or by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15wire transfer. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesXI hereof. The Securities shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased Debt as provided in Article FourXII hereof. The Securities shall be convertible as provided in Article XIII hereof.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on the first issuance is initially limited to $50,000,000 in principal amount of Securities[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03304, 3.04305, 3.05306, 3.06906, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 1108 and 10.081301. The Securities shall be known and designated as the “6.00Company's "[____]% Senior Notes due 2017” of Convertible Trust II Subordinated Debentures Due [_______]" issued in connection with the CompanyExchange Offer. The Their Stated Maturity of the Securities shall be June 30[___________, 2017_____], and the Securities they shall each bear interest at the rate of 6.00[___]% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom [___________, from May 102002], 2013 or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 in (each an "Interest Payment Date") of each year, commencing November February 15, 20132002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. Interest , on any overdue principalInterest Payment Date shall be paid, interest (in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the extent lawful) or premiumPerson in whose name a Security is registered at the close of business on the regular record date for such interest installment, if any, which shall be payable on demandthe date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The principal of, premium, if any, and Company may elect to pay such interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency by delivery of the Company maintained for such purposes (which initially will be a corporate trust office shares of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued Fleetwood Common Stock pursuant to this Indenture will be treated as one class Section 301 if and are together referred to as only if the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders following conditions shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.been satisfied:

Title and Terms. There is hereby created under the Indenture a series of Securities known and designated as the "6 1/4% Exchangeable Notes Due August 15, 2001" of the Company. The aggregate principal amount of Securities which DECS that may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities200 million, except for Securities DECS authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities DECS pursuant to Sections 3.03, Section 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under 3.06 and 11.06 of the Indenture in compliance with Sections 3.03 and 10.08Indenture. The Securities DECS shall be known and designated as the “6.00% Senior Notes due 2017” of the Company. The Stated Maturity of the Securities shall be June 30, 2017, and the Securities shall each bear interest at the rate of 6.006 1/4% of the principal amount per annum, as such interest rate may be adjusted as set forth in from the Securities, from May 10, 2013 date of original issuance or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, until the principal amount thereof is exchanged at maturity pursuant to the terms of the DECS. Interest on the DECS shall be payable semiannually quarterly in arrears on February 15, May 15, August 15 and November 15 in of each year, commencing November 15, 20131998 (each, until the principal thereof is paid or duly provided for. an Interest on any overdue principalPayment Date"), interest (to the extent lawfulpersons in whose names the DECS (or any predecessor securities) or premiumare registered at the close of business on February 1, if anyMay 1, August 1 and November 1 immediately preceding such Interest Payment Date, provided that interest payable at Maturity shall be payable on demandto the person to which the Learning Common Stock is deliverable. The principal of, premium, if any, and interest on, the Securities DECS shall be payable initially issued in the form of a Global Security and the Securities depositary for the DECS shall be exchangeable the Depositary Trust Company, New York, New York. The DECS shall not be redeemable prior to their Maturity and transferable at an office or agency shall not be subject to any sinking fund. The DECS are not subject to payment prior to the date of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made Maturity at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security RegisterHolder. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities DECS shall be subject to repurchase by the Company pursuant to an Offer mandatorily exchangeable as provided in Section 10.122.02. Holders The DECS shall have the right to require the Company to purchase their be issuable in denominations of $27.9375 and any integral multiple thereof. The DECS shall not be issued as Original Issue Discount Securities. The form of DECS attached hereto as Exhibit A is hereby adopted, in whole or in part, in the event of a Change of Control pursuant to Section 10.159.01(6) of the Indenture, as a form of Securities of a series that consists of DECS. Certain terms of the DECS are set forth in the form of the DECS. The Securities Company shall not be redeemable obligated to pay any additional amount on the DECS in respect of taxes, except as otherwise provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourSection 2.06.

Title and Terms. There shall be a series of Securities designated as the "5.50% Senior Notes due 2013" of the Company. Their Stated Maturity shall be February 1, 2013, and they shall bear interest at the rate of 5.50% per annum. Interest on the Securities of this series will be payable semi-annually on February 1 and August 1 of each year, commencing August 1, 2003, until the principal thereof is made available for payment. Interest on the Securities of this series will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Fifteenth Supplemental Indenture on the first issuance is initially limited to $50,000,000 in principal amount of Securities500,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Sections 3.03Section 304, 3.04305 and 306 of the Indenture and except for any Securities of this series which, 3.05pursuant to Section 303 of the Indenture, 3.06are deemed never to have been authenticated and delivered under the Indenture. Notwithstanding the foregoing, 3.07the Company may from time to time, 3.08without notice to or consent of the registered holders of the Securities issue further Securities ("Additional Securities"). The Additional Securities will rank equal with the Securities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of the Additional Securities, 9.06, 10.12, 10.15 or 11.08except for the first payment of interest following the issue date of the Additional Securities). The Additional Securities may be issued under consolidated and form a single series with the Indenture in compliance with Sections 3.03 Securities and 10.08may have the same terms as to status, redemption, or otherwise, as the Securities. The Securities shall of this series will be known and designated as represented by two or more Global Securities representing the “6.00% Senior Notes due 2017” entire $500,000,000 aggregate principal amount of the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Stated Maturity Place of the Securities shall be June 30, 2017, and the Securities shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 2013, until for the principal thereof is paid or duly provided for. Interest on any overdue principal, interest of (to the extent lawful) or and premium, if any, ) and interest on the Securities of this series shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in the City of Cincinnati, State of Ohio, maintained for such purposes (purpose, which initially will shall be a corporate trust office the Corporate Trust Office of the Trustee located and at 000 Xxxx Xxxxxxany other office or agency maintained by the Company for such purpose; PROVIDED, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, howeverHOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15this Fifteenth Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not be redeemable applicable to the Securities of this series. The Securities of this series are subject to defeasance at the option of the Company as provided in Article Eleven and in the Securitiesthis Fifteenth Supplemental Indenture. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.ARTICLE FOUR

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities165,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06307, 3.07310, 3.08906, 9.061016, 10.12, 10.15 1017 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081108 or pursuant to an Exchange Offer. The Securities Initial Notes shall be known and designated as the “6.00"9% Senior Subordinated Notes due 2017” 2008" and the Exchange Notes shall be known and designated as the "9% Series B Senior Subordinated Notes due 2008," in each case, of the Company. The Stated Maturity of the Securities Notes shall be June 30May 15, 20172008, and the Securities they shall each bear interest at the rate of 6.009% per annum, as such interest which rate may be adjusted as set forth increased in the Securitiesevent of a Registration Default pursuant to Section 5 of the Registration Rights Agreement dated April 21, 1998 by and among the Company and the parties named on the signature pages thereof, from May 10April 21, 2013 1998, or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable semiannually on November 15, 1998 and semi-annually thereafter on May 15 and November 15 in each year, commencing until the principal thereof is paid in full and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 1 or November 15, 20131 IMMEDIATELY preceding such interest payment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal Principal of, premium, if any, interest and interest onLiquidated Damages, if any, on the Securities shall Notes will be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust purpose within the City and State of New York or at such other office or agency of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest Company as may be made maintained for such purposes, or at the option of the Company Company, payment of LIQUIDATED DAMAGES, IF ANY, OR interest may be made by check mailed to addresses the Holders of the Persons entitled thereto as shown on Notes at their respective addresses set forth in the Security Registerregister of Holders of Notes or by wire transfer to an account maintained by the payee located in the United States; PROVIDED that all payments of principal, premium, IF ANY, interest AND LIQUIDATED DAMAGES, IF ANY, with respect to Notes represented by one or more permanent global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. For all purposes hereunderUntil otherwise designated by the Company, the Initial Securities and any Additional Securities issued pursuant to this Indenture Company's office or agency in New York will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by office of the Company pursuant to an Offer as provided in Section 10.12Trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their SecuritiesNotes, in whole or in part, in the event of a Change of Control pursuant to Section 10.151016. The Securities Notes shall be subject to repurchase by the Company pursuant to an Asset Sale Offer as provided in Section 1017. The Notes shall be redeemable as provided in Article Eleven and in the SecuritiesNotes. The Securities Indebtedness evidenced by the Notes shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourThirteen.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities100,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06906, 3.071108, 3.08, 9.06, 10.12, 10.15 1302 or 11.08. 1405 and except for Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08Securities. The Securities shall be known and designated as the “6.00"71/2% Senior Notes due 2017” Convertible Junior Subordinated Debentures Due 2012" of the Company. The Their Stated Maturity of the Securities shall be June 30__________, 2017, 2012 and the Securities they shall each bear interest at the rate of 6.0071/2% per annumannum (provided, as such that, if the Charter Amendment has not been Duly Adopted by the -------- ---- Charter Amendment Deadline, the interest rate may applicable to the principal amount of the Securities shall be adjusted as set forth in increased to 121/2% from and after the SecuritiesCharter Amendment Deadline until the date the Charter Amendment is Duly Adopted, whereupon it shall revert to 71/2% for the periods thereafter), from May 10, 2013 and including the Original Issuance Date or from and including the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly on May 15 _______, _______, _______, and November 15 in each year________, commencing November 15__________ ___, 20131999, until the principal thereof is paid or duly provided formade available for payment. Each payment of interest shall include interest accrued to but excluding the Interest Payment Date on any overdue principal, interest (which payment is to be made. The Holders of the Securities shall also be entitled to receive Special Interest and Additional Interest from time to time to the extent lawful) or premium, if any, shall be payable on demandprovided in the Securities. The principal of, of and premium, if any, and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)purpose pursuant to Section 1002; provided, however, that payment of interest may be made at the option of the Company payment of interest in cash may be made by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities11. The Securities shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four12. The Securities shall be convertible as provided in Article 13. The Securities shall be subject to repurchase at the option of the Holder as provided in Article 14.

Title and Terms. The aggregate principal amount of Six-Year Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of 500,000,000 Original Six-Year Securities and $500,000,000 Six-Year Exchange Securities, except for Six-Year Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 306 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08906. The Six-Year Securities shall be known and designated as the “6.00"7.70% Senior Notes due 2017” 2005" of the Company. The Their Stated Maturity of the Securities shall be June 30December 15, 20172005, and the Securities they shall each bear interest at the rate of 6.007.70% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom December 14, from May 10, 2013 1999 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually semi-annually on May June 15 and November 15 in each yearDecember 15, commencing November June 15, 20132000, until the principal thereof is paid or made available for payment. The aggregate principal amount of Ten-Year Securities which may be authenticated and delivered under this Indenture is limited to $500,000,000 Original Ten-Year Securities and $500,000,000 Ten-Year Exchange Securities, except for Ten-Year Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Section 304, 305, 306 or 906. The Ten-Year Securities shall be known and designated as the "7.90% Notes due 2009" of the Company. Their Stated Maturity shall be December 15, 2009, and they shall bear interest at the rate of 7.90% per annum, from December 14, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on June 15 and December 15, commencing June 15, 2000, until the principal thereof is paid or made available for payment. Interest on any overdue principalThe aggregate principal amount of Thirty-Year Securities which may be authenticated and delivered under this Indenture is limited to $1,000,000,000 Original Thirty-Year Securities and $1,000,000,000 Thirty-Year Exchange Securities, interest (except for Thirty-Year Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to the extent lawful) Section 304, 305, 306 or premium, if any, 906. The Thirty-Year Securities shall be known and designated as the "8.30% Notes Due 2029" of the Company. Their Stated Maturity shall be December 15, 2029, and they shall bear interest at the rate of 8.30% per annum, from December 14, 1999 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually on demandJune 15 and December 15, commencing June 15, 2000, until the principal thereof is paid or made available for payment. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in New York, New York maintained for such purposes (which initially will be a corporate trust purpose and at any other office of or agency maintained by the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)Company for such purpose; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities200,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06307, 3.07, 3.08, 9.06, 10.12, 10.15 906 or 11.08. Additional Securities may be issued under the Indenture 1108 or in compliance connection with Sections 3.03 and 10.08an Offer to Purchase pursuant to Section 1015 or 1017. The Securities shall be known and designated as the “6.00"10-1/2% Senior Subordinated Notes due 2017” Due 2007" of the Company. The Their Stated Maturity of the Securities shall be June 30February 1, 2017, 2007 and the Securities they shall each bear interest at the rate of 6.0010-1/2% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom October 24, from May 10, 2013 1996 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually semi-annually on May February 1 and August 1, commencing on February 1, 1997, to the Holders of record on the immediately preceding January 15 and November 15 in each year, commencing November July 15, 2013, until the principal thereof is paid or made available for payment; provided, however, with respect to Original Securities that if a Registration Default occurs (provided that no more than one Registration Default shall be deemed to be in effect at any one time), then a Step-Up will occur for the period from the occurrence of the Registration Default until the Step-Down Date and, provided, further, that for each 90-day period that the Registration Default continues, an Additional Step-Up shall occur, provided that such rate shall in no event exceed 2.0% per annum in the aggregate until the Step-Down Date (after which the interest rate will be restored to its initial rate). The Company shall provide the Trustee with written -39- 52 notice of the date of any Registration Default and the Step-Down Date. The interest so payable, and punctually paid or duly provided for. Interest , on any overdue principalInterest Payment Date will, interest (as provided in such Indenture, be paid to the extent lawfulPerson in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be January 15 or premiumJuly 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Accrued Special Interest, if any, shall be payable paid in cash in arrears semi-annually on demandFebruary 1 and August 1 in each year and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed and computed as provided in Section 311. The principal of, of (and premium, if any, ) and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable Corporate Trust Office or at an the office or agency of the Company in the City and State of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)purpose; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15Sections 1015 and 1017. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesEleven. The Securities shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve. The Securities shall be subject to defeasance at the option of the Company as provided in Article Thirteen.

Title and Terms. There shall be a series of Securities designated as the “3.90% Senior Notes due 2015” of the Company. Their Stated Maturity shall be October 1, 2015, and they shall bear interest at the rate of 3.90% per annum. Interest on the Securities of this series will be payable semi-annually on April 1 and October 1 of each year, commencing April 1, 2010, until the principal thereof is made available for payment. Interest on the Securities of this series will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Twenty-Second Supplemental Indenture on the first issuance is initially limited to $50,000,000 in principal amount of Securities500,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Sections 3.03Section 304, 3.04305 and 306 of the Indenture and except for any Securities of this series which, 3.05pursuant to Section 303 of the Indenture, 3.06are deemed never to have been authenticated and delivered under the Indenture. Notwithstanding the foregoing, 3.07the Company may from time to time, 3.08without notice to or consent of the registered holders of the Securities issue further Securities (“Additional Securities”). The Additional Securities will rank equal with the Securities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of the Additional Securities, 9.06, 10.12, 10.15 or 11.08except for the first payment of interest following the issue date of the Additional Securities). The Additional Securities may be issued under consolidated and form a single series with the Indenture in compliance with Sections 3.03 Securities and 10.08may have the same terms as to status, redemption, or otherwise, as the Securities. The Securities shall of this series will be known and designated as represented by one or more Global Securities representing the “6.00% Senior Notes due 2017” entire $500,000,000 aggregate principal amount of the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Stated Maturity Place of the Securities shall be June 30, 2017, and the Securities shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 2013, until for the principal thereof is paid or duly provided for. Interest on any overdue principal, interest of (to the extent lawful) or and premium, if any, ) and interest on the Securities of this series shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in the City of Cincinnati, State of Ohio, maintained for such purposes (purpose, which initially will shall be a corporate trust office the Corporate Trust Office of the Trustee located and at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15this Twenty-Second Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not be redeemable applicable to the Securities of this series. The Securities of this series are subject to defeasance at the option of the Company as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Fourthis Twenty-Second Supplemental Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in an aggregate principal amount of Securities$380,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 906 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081108. The Securities shall be known and designated as the “6.00"10.25% Senior Notes due 2017” 2007" of the Company. The Their Stated Maturity of the Securities shall be June 30November 15, 20172007, and the Securities they shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable semiannually on May 15 and November 15 in each yearas the case may be, commencing November 15, 2013(including with respect to any predecessor security thereto) at a per annum interest rate of 10.25%, until the principal thereof is paid or duly made available for payment; provided for. Interest on any overdue principalthat, for the period from November 15, 2002 until, but not including, February 25, 2003, interest shall be payable at the rate of 8.63% per annum. Notwithstanding the foregoing, if any Amended B Note is Outstanding on August 1, 2003, (a) the Company shall, on August 1, 2003, pay to the extent lawfulPaying Agent for the account of each Holder of Amended B Notes an amount equal to the amount by which (i) the aggregate amount of interest that would have accrued with respect to the principal amount of such Amended B Notes from February 25, 2003 through August 1, 2003 if such Amended B Notes had borne interest during such period at the rate of 13.0% per annum exceeds (ii) the aggregate amount of interest actually accrued with respect to such Amended B Notes from February 25, 2003 through August 1, 2003; and (b) the Amended B Notes Outstanding on August 1, 2003 shall bear interest from and after such date at the rate of 13.0% per annum. On the day such payment is made, the Company shall notify the Trustee in writing of such payment. Upon receipt of any amount pursuant to the preceding sentence, the Paying Agent shall promptly pay such amount ratably to the Holders of the Amended B Notes on the date of such payment. Notwithstanding the foregoing, if any Lien granted pursuant to any Collateral Document to secure any Amended B Note pursuant to Article Thirteen hereof and Section 2.01 of the Security Agreement is subsequently determined to be a preference pursuant to Section 547 of the Bankruptcy Code (or any successor provision or statute) or under any comparable state law, as found in a judgment by a court of competent jurisdiction, (i) interest shall be deemed to have accrued on such Securities at the rate of 13.0% per annum from the date on which such Lien was purported to be granted until the date of such determination and (ii) the amount by which (A) interest determined in accordance with clause (i) above with respect to such Securities for such period exceeds (B) interest actually accrued with respect to such Securities for such period shall be due and payable by the Company to the Paying Agent for the Holders of such Securities on the date of such determination and (C) interest shall accrue on such Securities from and after the date of such determination at the rate of 13.0% per annum. The principal of (and premium, if any, ) and interest on the Securities shall be payable at the office or agency of the Company in The City of New York, New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. If the Securities are issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on demandthe Securities shall be made in immediately available funds to the Depositary. The If the Securities are issued in certificated form, the principal of, of and premium, if any, and interest on, on the Securities shall be payable at the Corporate Trust Office of the Paying Agent in The City of New York, New York, maintained for such purpose and the Securities shall be exchangeable and transferable at an any other office or agency of maintained by the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)purpose; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and, with respect to the Amended A Notes and Amended B Notes only, subject to prepayment (at the option of each Holder of such Securities) as provided in Article Fifteen. The Securities shall not have the Securitiesbenefit of any sinking fund obligations. The Securities shall be Senior Indebtedness subject to defeasance at the option of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve. Unless otherwise provided herein, the Amended A Notes, Amended B Notes and Amended C Notes shall constitute one series for all purposes under this Indenture, including without limitation, notices, amendments, waivers, redemptions and prepayments.

Title and Terms. The aggregate principal amount at final maturity of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal 70,000,000, plus the amount of Securitiesany PIK Notes (as hereafter defined) issued hereunder, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05308, 3.06906, 3.071013, 3.08, 9.06, 10.12, 10.15 1014 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081108. The Initial Securities shall be known and designated as the “6.00% "Senior Pay-In-Kind Notes due 2017” 2003" and the Exchange Securities shall be known and designated as the "Senior Pay-In-Kind Notes due 2003," in each case of the Company. The Their Stated Maturity of the Securities shall be June 30August 1, 20172003 and, and except as may be otherwise provided for in the Securities Securities, they shall each bear interest interest, until the principal thereof is paid or duly provided for, at the rate of 6.0014% per annumannum from and after August 1, as such interest rate may be adjusted as set forth in the Securities1999, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 2013, until the principal thereof is paid or duly provided for, payable beginning on February 1, 2000 and semi-annually thereafter on August 1 and February 1 in each year and at said Stated Maturity. Interest shall be payable in cash; PROVIDED, HOWEVER, that the Company may at its option pay interest in kind on any overdue principalthe Securities by the issuance of one or more promissory notes therefor (each a "PIK Note," and collectively the "PIK Notes"), with the same terms, including date of maturity and interest rate, as the Senior Pay-In-Kind Notes, to each Holder registered in the Security Register at the close of business on the preceding January 15 or July 15, as the case may be; PROVIDED FURTHER, HOWEVER, that upon the first Interest Payment Date immediately following the date that is eighteen (18) months after (i) the consummation of an Initial Public Offering or (ii) a Change in Control, then and thereafter interest shall be payable only in cash. PIK Notes shall be deemed to have been issued by the extent lawful) or Company, and it obligations thereunder shall commence, as of the applicable Interest Payment Date, irrespective of the actual date of execution and delivery of the PIK Notes, and shall be deemed to be included within the term "Securities" for all purposes of this Agreement as of such Interest Payment Date. The principal of (and premium, if any, shall be payable on demand. The principal of, premium, if any, ) and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust purpose in The City of New York, or at such other office or agency of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest Company as may be made maintained for such purpose; PROVIDED, HOWEVER, that, at the option of the Company Company, interest that is payable in cash pursuant to the terms hereof may be paid by check mailed to addresses of the Persons entitled thereto as shown such addresses shall appear on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourEleven.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture on the first issuance is limited to $50,000,000 200,000,000, except for any PIK Notes issued under this Indenture or increases in the principal amount of Securitiesthe Notes in respect PIK Interest, except for Securities authenticated and delivered upon registration of transfer ofin each case, or in exchange for, or in lieu of, other Securities pursuant to accordance with Sections 3.03, 3.04, 3.052.02, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0810.11 and this Section 3.01. The Securities Notes shall be known and designated as the “6.0013.00% Senior Notes due 20172029” of the CompanyIssuer. The Stated Maturity of the Securities Notes shall be June 30September 15, 20172029, and the Securities Notes shall each bear interest at the rate of 6.0013.00% per annumannum from the Issue Date, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable semiannually semi-annually in arrears on May March 15 and November September 15 in each year, commencing November on September 15, 20132023, and at said Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on March 1 and September 1 immediately preceding such Interest Payment Date (each, a “Record Date”); provided, however, in the event any Notes remain outstanding after March 15, 2028, such Notes shall bear interest at 15.00% per annum from the most recent Interest Payment Date to which interest has been paid or duly provided for. On each Interest Payment Date, the Issuer shall pay scheduled payments of interest consisting of interest: (1) at a rate per annum of 4.00% which shall be paid in cash and (2) at a rate per annum of 9.00% which shall be paid either (x) “in-kind” (“PIK Interest”) through issuance of Notes in such amount (rounded up to the nearest $1.00) (each, a “PIK Note”) or by increasing the principal amount of the Notes outstanding or (y) in cash, in such proportion as the Issuer may determine as provided in this Section 3.01; provided, however, that, in the event any Notes are outstanding after March 15, 2028, the rate under clause (2) of this sentence shall be 11.00%. Interest on any overdue principalNote for any Interest Period shall be calculated based on the principal amount of such Note after giving effect to any increases in the principal amount of such Note as the result of the payment of PIK Interest. In the event the Issuer elects to pay PIK Interest for any Interest Period, interest the Issuer will deliver written notice (a “PIK Notice”) to the extent lawfulTrustee and each Holder no later than five (5) or Business Days prior to the beginning of such Interest Period specifying the amount of interest to be paid as PIK Interest and the amount of interest to be paid in cash and the Company shall deliver a Company Order, and if necessary, PIK Notes, pursuant to Section 3.06 for such amount of PIK Interest. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date. The principal of (and premium, if any, ) and cash interest on the Notes shall be payable on demand. The principal ofat the office or agency of the Issuer maintained for such purpose or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest on, with respect to Notes represented by one or more permanent global notes registered in the Securities name of or held by DTC or its nominee will be made in accordance with DTC’s applicable procedures. PIK Interest shall be payable and as provided in Section 3.06. Until otherwise designated by the Securities shall be exchangeable and transferable at an Issuer, the Issuer’s office or agency of the Company maintained for such purposes (which initially will be a corporate trust the office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securitiesmaintained for such purpose.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities which Convertible Debentures that may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 103,092,775 (or up to $113,402,050 if the over-allotment option is exercised by the Trust in principal amount accordance with the terms and provisions of Securitiesthe Purchase Agreement), except for Securities Convertible Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Convertible Debentures pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06906, 3.07, 3.08, 9.06, 10.12, 10.15 1109 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081301. The Securities Convertible Debentures shall be known and designated as the “6.00"5 1/4% Senior Notes due 2017” Convertible Subordinated Debentures Due 2028" of the Company. The Their Stated Maturity of the Securities shall be June 30April 1, 20172028, and the Securities they shall each bear interest at the rate of 6.005 1/4% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom March 13, from May 10, 2013 1998 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on May 15 and November 15 in January 1, April 1, July 1, October 1 (each an "Interest Payment Date") of each year, commencing November 15July 1, 20131998, until the principal thereof is paid or duly provided formade available for payment, and they shall be paid to the Person in whose name the Convertible Debenture is registered at 5:00 p.m. (New York City time) on the regular record date for such interest installment, which shall be the March 15, June 15, September 15 and December 15 next preceding such Interest Payment Date (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of 5 1/4% per annum on any overdue principalinterest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest in computed, will be computed on the basis of the actual number of days elapsed per 90-day quarter. In the event that any date on which interest is payable on the Convertible Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Convertible Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest (to "Additional Interest") on the extent lawful) Convertible -19- 28 Debentures held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or premiumother governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, if anyduties, assessments or other governmental charges been imposed. The principal of and interest on the Convertible Debentures shall be payable on demand. The principal of, premium, if any, and interest on, at the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in the United States maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities Convertible Debentures shall be redeemable as provided in Article Eleven and in the Securitieshereof. The Securities Convertible Debentures shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve hereof. The Convertible Debentures shall be convertible as provided in Article Thirteen hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount 450,000,000 (of Securitieswhich $300,000,000 was issued, authenticated and delivered on the date hereof), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06906, 3.071009, 3.08, 9.06, 10.12, 10.15 1012 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081108. The Securities shall be known and designated as the “6.00"13% Senior Notes due 2017” Due 2007" of the Company. The Their Stated Maturity of the Securities shall be June 30July 15, 20172007, and the Securities they shall each bear interest at the rate of 6.0013% per annumannum from July 14, as such interest rate may be adjusted as set forth in the Securities1999, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable semiannually in arrears on May January 15, 2000 and semi-annually thereafter on January 15 and November July 15 in each year, commencing November 15, 2013year and at said Stated Maturity, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest The principal of (to the extent lawful) or and premium, if any, shall be payable on demand. The principal of, premium, if any, ) and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes purpose in the City of New York (which initially will be a corporate trust the office of the Trustee located at 000 Xxxx Four Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000), Attention: Corporate Trust Services)or at such other office or agency of the Company as may be maintained for such purpose; provided, however, that payment of interest may be made that, at the option of the Company Company, interest may be paid by -------- ------- check mailed to addresses of the Persons entitled thereto as shown such addresses shall appear on the Security Register. For all purposes hereunderAdditional Securities ranking pari passu with the Securities issued the date hereof may be created and issued from time to time by the Company without notice or consent to the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued, provided that, the Initial Securities and any Additional aggregate principal amount of Securities issued pursuant shall be no -------- more than U.S.$450,000,000; and provided further that, the Company's ability to this Indenture will be treated as one class and are together referred to as the “Securities.” The -------- ------- issue Additional Securities shall be subject to repurchase by the Company pursuant Company's compliance with Section 1010. Any Additional Securities shall be issued with the benefit of an indenture supplemental to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15this Indenture. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the CompanyEleven. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s 's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities, 154,639,200 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, Section 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 11.09 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0813.01. The Securities shall be known and designated as the “6.00"5 1/4% Senior Notes due 2017” Convertible Junior Subordinated Debentures Due 2028" of the Company. The Their Stated Maturity of the Securities shall be June 30April 15, 20172028, and the Securities they shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the SecuritiesApplicable Rate, from May 10April 14, 2013 1998, or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on May January 15, April 15, July 15, and October 15 and November 15 in (each an "Interest Payment Date") of each year, commencing November July 15, 2013, 1998 until the principal thereof is paid or duly provided formade available for payment, and they shall be paid to the Person in whose name the Security is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the next preceding January 1, April 1, July 1, and October 1 (the "Regular Record Date"). Interest will compound quarterly and will accrue at the Applicable Rate on any overdue principalinterest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.13 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be 30 25 computed on the basis of the actual number of days elapsed in such a 30-day month. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time (including upon the occurrence of a Tax Event) while the Property Trustee is the sole Holder of all the Securities, the Trust is required to pay any additional taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any case, the Company may elect, in its sole and absolute discretion, to pay as additional interest ("Additional Sums") on the Securities held by the Property Trustee, such additional amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying such taxes, duties, assessments or other governmental charges will be equal to the extent lawful) amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or premium, if any, shall be payable on demandother governmental charges been imposed. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in New York, New York maintained for such purposes (which initially will be a corporate trust purpose and at any other office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase or agency maintained by the Company pursuant to an Offer for such purpose in such coin or currency of the United States of America as provided in Section 10.12. Holders shall have at the right to require the Company to purchase their Securities, in whole or in part, in the event time of a Change payment is legal tender for payment of Control pursuant to Section 10.15public and private debts. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesXI hereof. The Securities shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased Debt as provided in Article FourXII hereof. The Securities shall be convertible as provided in Article XIII hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08unlimited. The Securities shall be known and designated as the “6.00"12.50% Senior Secured Notes due 2017” 2007" of the Company. The Their Stated Maturity of the Securities shall be June 30May 15, 2017, 2007 and the Securities they shall each bear interest at the rate of 6.0012.50% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 1015, 2013 2003 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually semi-annually on May 15 and November 15 in each year15, commencing November May 15, 20132003, until the principal thereof is paid or duly provided formade available for payment. If, on May 15, 2005, the Company has not retired at least an aggregate of $7.5 million of the Securities (less any cash amounts paid to tendering holders in the exchange offer pursuant to which this Security is originally issued) since May 15, 2003, the interest rate on the Securities will increase by 2.0% until the Interest Payment Date immediately succeeding the one-year anniversary of the date the Company has repaid at least $7.5 million of Securities (less any cash amounts paid to tendering holders in the exchange offer pursuant to which this Security is originally issued) since May 15, 2003. If on May 15, 2006, the Company has not retired (either through tender offers or redemptions) at least an aggregate of $15 million of the Securities (less any cash amounts paid to tendering holders in the exchange offer pursuant to which this Security is offered) since May 15, 2003, the interest rate on the Securities will increase by an additional 2.5% from the interest rate then in effect until the Interest Payment Date immediately succeeding the one-year anniversary of the date on which the Company has repaid at least $15.0 million of Securities (less any cash amounts paid to tendering holders in the exchange offer pursuant to which this Security is offered) since May 15, 2003. Interest will be payable in cash, provided that, at the option of the Company, the Company may pay up to half of the Interest payable on any overdue principalthree of the first five interest payment dates (November 15, 2003, May 15 and November 15, 2004 and May 15 and November 15, 2005) in PIK Notes with a principal amount equal to 112.5% of the amount of cash that would have otherwise been payable. The Company may not exercise the PIK Option with respect to any interest payment after the Company has made any Restricted Payments pursuant to Section 1010 of this Indenture. The principal of (to the extent lawful) or and premium, if any, shall be payable on demand. The principal of, premium, if any, ) and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in Wilmington, Delaware maintained for such purposes (which initially will be a corporate trust purpose and at any other office of or agency maintained by the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)Company for such purpose; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesEleven. The Securities shall be Senior Indebtedness subject to defeasance at the option of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve. The Securities shall be Guaranteed by the Subsidiary Guarantors as provided in Article Thirteen.

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on (of which U.S.$550,000,000 is being issued, authenticated and delivered the first issuance is limited to $50,000,000 in principal amount of Securitiesdate hereof), except for including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03303, 3.04304, 3.05305, 3.06306, 3.07516, 3.08908, 9.06, 10.12, 10.15 1108 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081111. The Initial Securities shall be known and designated as the “6.00% "Floating Rate Senior (Secured) Notes due 2017” 2010" and the Exchange Securities shall be known and designated as the "Floating Rate Exchange Senior (Secured) Notes due 2010", in each case, of the Company. The Stated Maturity of the Securities shall be June 30December 15, 2017, 2010 and the Securities they shall each bear interest at the a floating rate of 6.00LIBOR plus 3.125% per annumannum (reset quarterly on each Interest Payment Date and calculated in accordance with Section 312 of the Indenture) from November 30, as such interest rate may be adjusted as set forth in the Securities2004, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable semiannually on May March 15, 2005, and quarterly-annually thereafter on March 15, June 15, September 15 and November December 15 in each year, commencing November 15, 2013year and at said Stated Maturity, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest The principal of (to the extent lawful) or and premium, if any, shall be payable on demand. The principal of, premium, if any, ) and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust purpose in The City of New York, and if the Company shall designate and maintain an additional office of the Trustee located or agency for such purpose, also at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)such additional office or agency; provided, however, that payment of interest may be made that, at the option of the Company Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as shown such addresses shall appear on the Security Register. For ; provided further that all purposes hereunderpayments of the principal of (and premium, if any) and interest on Securities, the Initial Securities Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and any Additional Securities issued pursuant to this Indenture hold at least U.S.$1,000,000 in principal amount of Securities, will be treated as one class and are together referred required to as be made by wire transfer of immediately available funds to the “Securities.” The Securities shall be subject to repurchase accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company pursuant or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15Paying Agent. The Securities shall be redeemable as provided in Article Eleven Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and in issued from time to time by the SecuritiesCompany without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued. The Any Additional Securities shall be Senior Indebtedness issued with the benefit of the Company ranking in right of payment equal an indenture supplemental to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Fourthis Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 600,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Sectxxx 000, 3.04000, 3.05000, 3.06000, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08000 xx 0000. The Securities shall be known and designated as the “6.00"6 5/8% Senior Notes due 2017” 2004" and the "7 1/8% Notes due 2009" of the Company. The Stated Maturity of the Securities 6 5/8% Notes due 2004 shall be June 30May 15, 20172004, and the Securities 6 5/8% Notes due 2004 shall each bear interest at the rate of 6.006 5/8% per annum, as such interest rate may be adjusted as set forth in the Securities6 5/8% Notes due 2004, from May 1024, 2013 1999, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 20131999, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to The Stated Maturity of the extent lawful) or premium, if any, 7 1/8% Notes due 2009 shall be May 15, 2009, and the 7 1/8% Notes due 2009 shall each bear interest at the rate of 7 1/8% per annum, as such interest rate may be adjusted as set forth in the 7 1/8% Notes due 2009, from April 24, 1999, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on demandMay 15 and November 15 in each year, commencing November 15, 1999, until the principal thereof is paid or duly provided for. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office the Corporate Trust Office of the Trustee located at 000 Xxxx XxxxxxTrustee; PROVIDED, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Indebtedness evidenced by the Securities shall be Senior Indebtedness of the Company ranking rank PARI PASSU in right of payment equal to with all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the CompanyIndebtedness. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s 's obligations and covenants and certain Defaults and Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Series A Securities which may be authenticated and delivered under this Indenture on the first issuance for original issue is limited to (i) $50,000,000 100,000,000 of Series A Securities for original issue on the Issue Date (the "Original Securities") and (ii) such additional principal amounts of Series A Securities for original issue after the Issue Date as may be set forth in a Company Order as provided in Section 3.3 hereof, and the aggregate principal amount of Securities, except for Series B Securities which may be authenticated and delivered upon registration under this Indenture for original issue is limited to (i) $100,000,000 of transfer of, or Series B Securities for issue only in exchange forfor a like principal amount of Original Securities and (ii) such additional principal amounts of Series B Securities from time to time for issue only in exchange for a like principal amount of other Series A Securities, or in lieu ofeach case as set forth in a Company Order as provided in Section 3.3 hereof. The aggregate principal amount of Securities Outstanding at any one time may not exceed $100,000,000, other Securities plus any additional principal amounts issued pursuant to Sections 3.03this paragraph, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture except as provided in compliance with Sections 3.03 and 10.08Section 3.7 hereof. The Series A Securities shall be known and designated as the “6.00"9 3/4% Senior Notes due 2017” 2008, Series A" of the Company. The Their Stated Maturity of the Securities shall be June 30February 15, 20172008, and the Securities they shall each bear interest at the rate of 6.009 3/4% per annumannum from February 18, as such interest rate may be adjusted as set forth in the Securities1998, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable semiannually on May February 15 and November August 15 in each year, commencing November commencing, in the case of the Original Securities, August 15, 20131998, and at said Stated Maturity, until the principal thereof is paid or duly provided for. The Series B Securities shall be known and designated as the "9 3/4% Senior Notes due 2008, Series B" of the Company. Their Stated Maturity shall be February 15, 2008, and they shall bear interest at the rate of 9 3/4% per annum from the date of original issuance of the Series B Securities, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on February 15 and August 15 in each year, commencing on the first February 15 or August 15 following the original issuance of the Series B Securities, and at said Stated Maturity, until the principal thereof is paid or duly provided for. Upon the occurrence of a Registration Default, the interest rate on Transfer Restricted Securities shall increase ("Additional Interest"), with respect to the first 90-day period immediately following the occurrence of such Registration Default, by 0.50% per annum and shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 2.0% per annum with respect to all Registration Defaults. Following the cure of a Registration Default, the accrual of Additional Interest with respect to such Registration Default shall cease and upon the cure of all Registration Defaults the interest rate shall revert to the original rate. Any Additional Interest due on any overdue principal, interest (Security shall be payable on the appropriate Interest Payment Date to the extent lawful) Holder entitled to receive the interest payment to be made on such date. Each obligation to pay Additional Interest shall be deemed to accrue from and including the date of the applicable Registration Default. Accrued but unpaid interest on any Series A Security that is exchanged for a Series B Security pursuant to the Registration Rights Agreement shall be paid on or before the first Interest Payment Date on the Series B Securities. The Series A Securities and the Series B Securities shall be considered collectively to be a single class for all purposes of this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The principal of (and premium, if any, shall be payable on demand. The principal of, premium, if any, on) and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office purpose in The City of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)New York; provided, however, that payment of interest may be made that, at the option of the Company Company, interest may be paid on Physical Securities on or before the due date (i) by check mailed to addresses of the Persons entitled thereto as shown such addresses shall appear on the Security Register, or (ii) with respect to any Holder owning Securities in the principal amount of $500,000 or more, by wire transfer to an account maintained by the Holder located in the United States, as specified in a written notice to the Trustee by any such Holder requesting payment by wire transfer and specifying the account to which transfer is requested. For all purposes hereunderAs provided in the Registration Rights Agreement and subject to the limitations set forth therein, at the option of the Holders, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Series A Securities shall be subject to repurchase by the Company exchangeable for Series B Securities of like aggregate principal amount pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15Exchange Offer. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesXI hereof. The Securities shall be Senior Indebtedness subject to defeasance at the option of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourXII hereof. The Securities shall be guaranteed by the Subsidiary Guarantors as provided in Article XIII hereof.

Title and Terms. The aggregate principal amount of Securities Debentures which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities86,250,000, except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Sections 3.03Section 3.4, 3.043.5, 3.053.6, 3.069.6, 3.07, 3.08, 9.06, 10.12, 10.15 11.8 or 11.0813.2. Additional Securities may Each Debenture shall be issued under dated the Indenture in compliance with Sections 3.03 and 10.08date of its authentication. The Securities Debentures shall be known and designated as the “6.00"4 3/4% Senior Notes due 2017” Convertible Subordinated Debentures Due 2000" of the Company. The Their Stated Maturity of the Securities shall be June 30October 1, 20172000, and the Securities they shall each bear interest at the rate of 6.004 3/4% per annum, as payable semiannually on April 1 and October 1 of each year, commencing the first such interest rate may be adjusted as set forth in the Securitiesdate after October 8, from May 101993, 2013 or from the most recent Interest Payment Date date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 2013, until the principal thereof is paid or duly provided for, or if no interest has been paid or duly provided for on the Debentures, from October 8, 1993, until payment of the principal sum has been made or duly provided for. Notwithstanding the foregoing, when there is no existing default in the payment of interest on the Debentures, all Debentures authenticated by the Trustee after the close of business on the Regular Record Date for any Interest on any overdue principalPayment Date (March 15 or September 15, as the case may be) and prior to such Interest Payment Date shall be dated the date of authentication, but shall bear interest (from such Interest Payment Date, PROVIDED, HOWEVER, that if and to the extent lawful) that the Company shall default in interest due on such Interest Payment Date, then any such Debenture shall bear interest from the April 1 or the October 1, as the case may be, immediately preceding the date on which interest has been paid or duly provided for, or if no interest has been paid or duly provided for the Debenture, from October 8, 1993. The principal of (and premium, if any, ) and interest on the Debentures shall be payable on demand. The principal of, premium, if any, and interest on, at the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in the Borough of Manhattan, The City of New York, maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Trustee located at 000 Xxxx XxxxxxCompany, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Debenture Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities Debentures shall be redeemable as provided in Article Eleven and in the SecuritiesEleven. The Securities Debentures shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve. The Debentures shall be convertible as provided in Article Thirteen.

Title and Terms. There shall be a series of Securities designated as the “6.150% Senior Notes due 2020” of the Company. Their Stated Maturity shall be January 15, 2020, and they shall bear interest at the rate of 6.150% per annum. Interest on the Securities of this series will be payable semi-annually on January 15 and July 15 of each year, commencing July 15, 2008, until the principal thereof is made available for payment. Interest on the Securities of this series will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Eighteenth Supplemental Indenture on the first issuance is initially limited to $50,000,000 in principal amount of Securities750,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Sections 3.03Section 304, 3.04305 and 306 of the Indenture and except for any Securities of this series which, 3.05pursuant to Section 303 of the Indenture, 3.06are deemed never to have been authenticated and delivered under the Indenture. Notwithstanding the foregoing, 3.07the Company may from time to time, 3.08without notice to or consent of the registered holders of the Securities issue further Securities (“Additional Securities”). The Additional Securities will rank equal with the Securities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of the Additional Securities, 9.06, 10.12, 10.15 or 11.08except for the first payment of interest following the issue date of the Additional Securities). The Additional Securities may be issued under consolidated and form a single series with the Indenture in compliance with Sections 3.03 Securities and 10.08may have the same terms as to status, redemption, or otherwise, as the Securities. The Securities shall of this series will be known and designated as represented by one or more Global Securities representing the “6.00% Senior Notes due 2017” entire $750,000,000 aggregate principal amount of the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Stated Maturity Place of the Securities shall be June 30, 2017, and the Securities shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 2013, until for the principal thereof is paid or duly provided for. Interest on any overdue principal, interest of (to the extent lawful) or and premium, if any, ) and interest on the Securities of this series shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in the City of Cincinnati, State of Ohio, maintained for such purposes (purpose, which initially will shall be a corporate trust office the Corporate Trust Office of the Trustee located and at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15this Eighteenth Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not be redeemable applicable to the Securities of this series. The Securities of this series are subject to defeasance at the option of the Company as provided in Article Eleven and in the Securitiesthis Eighteenth Supplemental Indenture. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.ARTICLE FOUR MODIFICATIONS AND ADDITIONS TO THE INDENTURE

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08unlimited. The Securities shall be known and designated as the “6.00"11% Senior Notes due 2017” 2006" of the Company. The Their Stated Maturity of the Securities shall be June 301, 20172006, and the Securities they shall each bear interest at the rate of 6.0011% per annum, as such interest rate may be adjusted as set forth accruing in the Securitiesfirst instance from December 1, from May 102002 to June 1, 2013 or from 2003 (the most recent first Interest Payment Date Date) and continuing to which interest has been paid, accrue thereafter and payable semiannually semi-annually on May 15 June 1 and November 15 in each year, commencing November 15, 2013December 1, until the principal thereof is paid or duly provided formade available for payment; provided, however, with respect to Securities, if there has been a Registration Default, then additional interest will accrue (the "Step-Up") at a rate of 0.25% per annum, determined daily, on the principal amount of the Securities, for the first 90-day period immediately following the occurrence of the Registration Default until such time (the "Step-Down Date") as no Registration Default is in effect and, provided, further, that for each additional 90-day period that the Registration Default continues, the per annum rate of such Special Interest shall increase (each such increase, an "Additional Step-Up") by an additional 0.25% per annum up to a maximum aggregate amount of 1.00% per annum rate of Special Interest (i.e., for the combined Step-Up and any Additional Step-Up) until the Step-Down Date (after which the interest rate will be restored to its initial rate). Interest on any overdue principal, interest (to the extent lawful) or premiumAccrued Special Interest, if any, shall be payable paid in cash in arrears semi-annually on demandJune 1 and December 1 in each year, the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed and computed as provided in Section 3.11. The principal of, of (and premium, if any, ) and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in the Borough of Manhattan, the City of New York maintained for such purposes (which initially will be a corporate trust purpose and at any other office of or agency maintained by the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)Company for such purpose; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15Sections 10.14 and 10.16. The Securities shall be redeemable as provided in Article Eleven (and in the SecuritiesArticle Twelve, with respect to Amortization Payments). The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal subject to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased Amortization Payments as provided in Article FourTwelve. The Securities shall be subject to defeasance at the option of the Company as provided in Article Thirteen. The Securities shall have the benefit of any guarantees issued specifically for the benefit of these Securities in accordance with Section 10.20 (including the guarantee issued by Millicom International Operations, B.V., dated May 8, 2003 attached to this Indenture as Annex E). Unless the context otherwise requires, the Securities issued hereunder shall constitute one series for all purposes under the Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders, redemption or Offer to Purchase.

Title and Terms. There shall be a series of securities designated as the "7.25% Senior Notes due 2009, Series A" of the Company (the "Series A Securities" or the "Initial Securities") and a series of securities designated as the "7.25% Senior Notes due 2009, Series B" of the Company (the "Series B Securities" and, together with the Series A Securities, the "Securities"). The Stated Maturity of the Securities shall be June 1, 2009, and they shall bear interest at the rate of 7.25% per annum, subject to increase as set forth in the Registration Rights Agreement. Interest on the Securities of this series will be payable semi-annually on June 1 and December 1 of each year, commencing December 1, 1999, until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this First Supplemental Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities350,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Sections 3.03Section 304, 3.04305 and 306 of the Indenture and except for any Securities of this series which, 3.05pursuant to Section 303 of the Indenture, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued are deemed never to have been authenticated and delivered under the Indenture in compliance with Sections 3.03 and 10.08Indenture. The Securities shall of this series will be known and designated as represented by one or more Global Securities representing the “6.00% Senior Notes due 2017” entire $350,000,000 aggregate principal amount of the Securities of this series, and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Stated Maturity Place of the Securities shall be June 30, 2017, and the Securities shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 2013, until for the principal thereof is paid or duly provided for. Interest on any overdue principal, interest of (to the extent lawful) or and premium, if any, ) and interest on the Securities of this series shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in the City of Cincinnati, State of Ohio, maintained for such purposes (purpose, which initially will shall be a corporate trust office the Corporate Trust Office of the Trustee located and at 000 Xxxx Xxxxxxany other office or agency maintained by the Company for such purpose; PROVIDED, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, howeverHOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company by check mailed as provided in this First Supplemental Indenture. The Securities of this series are not subject to addresses a sinking fund and the provisions of Section 501(3) and Article Twelve of the Persons entitled thereto Indenture shall not be applicable to the Securities of this series. The Securities of this series are subject to defeasance at the option of the Company as shown on the Security Registerprovided in this First Supplemental Indenture. For all purposes hereunder, the Initial Series A Securities and any Additional the Series B Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “"Securities.” " The Series A Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking rank pari passu in right of payment equal with the Series B Securities. ARTICLE FIVE MODIFICATIONS AND ADDITIONS TO THE INDENTURE Section 501. MODIFICATIONS TO THE CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE PROVISIONS. With respect to the Securities of this series, Section 801 of the Indenture shall be deleted in its entirety and the following shall be substituted therefor: "Section 801. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge with or into or consolidate with any corporation, partnership, or other entity or sell, lease or convey all or substantially all of its assets to any other existing and future Senior Indebtedness Person, unless (i) either the Company shall be the continuing corporation, or the successor entity or the Person which acquires by sale, lease or conveyance all or substantially all the assets of the Company and senior to all Subordinated Indebtedness (if other than the Company) shall be a corporation or partnership organized under the laws of the Company. At United States of America or any State thereof or the election District of Columbia and shall expressly assume all obligations of the Company under this Indenture and the Securities of the series created by the First Supplemental Indenture, including the due and punctual payment of the principal of and interest on all the Securities of the series created by the First Supplemental Indenture according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed or observed by the Company, by supplemental indenture in form satisfactory to the entire Indebtedness on Trustee, executed and delivered to the Securities or certain of Trustee by such entity, and (ii) the Company’s obligations , such person or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any such covenant or condition and, immediately after giving effect to such transaction, no Event of Default, and covenants no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and certain Events of Default thereunder may be defeased as provided in Article Fourcontinuing.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities[ ], except for Securities authenticated and delivered upon registration of transfer of, or in exchange -27- for, or in lieu of, other Securities pursuant to Sections 3.03, Section 3.04, 3.05, 3.06, 3.07, 3.08, 3.06 or 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08. The Securities shall be known and designated as the “6.00"[ ]% Senior Notes due 2017” Junior Subordinated Debentures Due 2050 of the Company. The Their Stated Maturity of the Securities shall be June 30[October 15, 20172050], and the Securities they shall each bear interest at the rate of 6.00[ ]% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 [ ] or from the most recent Interest Payment Date to which interest has been paid, as the case may be, payable semiannually quarterly, in arrears, on May 15 the 15th day of January, April, July and November 15 in October of each year, commencing November January 15, 2013, 2002 until the principal thereof is paid or duly provided formade available for payment. Interest will compound quarterly and will accrue at the rate of [ ]% per annum on any overdue principalinterest installment that is not paid at the end of any quarterly interest period or when otherwise due or during an extension of an interest payment period as set forth below in this Section 3.01. In the event that any date on which interest is payable on the Securities is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The Company shall have the right, at any time and from time to time during the term of the Securities, to extend any interest payment period for up to 20 consecutive quarterly periods, provided that during the period of any such extension, interest will continue to accrue and compound quarterly. The Company shall have the right to make partial payments of interest during any such extended interest payment period. At the end of any such extended interest payment period, the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon). Prior to the extent lawfulend of any such extended interest payment period, the Company may further extend the interest payment period, PROVIDED that such extended interest payment period together with all such further extensions thereof may not exceed 20 quarterly periods and PROVIDED, FURTHER, that no extended interest payment period shall extend the Stated Maturity of the Securities. After the Company has paid all accrued and unpaid interest (including -28- Additional Interest) or premiumfollowing any extended interest payment period, it may again extend interest payment periods for up to 20 consecutive quarterly periods, subject to the preceding sentence. The Company shall give the Holders of the Securities and the Trustee written notice of its selection of an extended interest payment period five Business Days prior to the first scheduled Interest Payment Date on which the scheduled interest payment shall be deferred pursuant to such selection and, if anySt. Xxxx Capital is the Holder of the Securities, no later than the last date on which St. Xxxx Capital would be required to notify the New York Stock Exchange of the record or payment date of the related dividend payment on the Preferred Securities. In addition, at any time when any Preferred Securities are outstanding, the Company shall be give St. Xxxx Capital notice of its selection of an extended interest payment period at least one Business Day prior to the earlier of (i) the Interest Payment Date and (ii) the date St. Xxxx Capital is required to give notice of the record or payment date of any Dividend payable on demandthe Preferred Securities to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities, but in any event not less than two Business Days prior to such record date. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that Company payment of interest may be made at the option of the Company (i) by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. For all purposes hereunder, the Initial The Securities and any Additional Securities issued pursuant shall be subordinated in right of payment to this Indenture will be treated Senior Indebtedness as one class and are together referred to as the “Securities.” provided in Article XI. The Securities shall be subject to repurchase by optional prepayment, optional redemption and distribution to the Company pursuant to an Offer as provided in Section 10.12. Holders shall have holders of the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Preferred Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourXII.

Title and Terms. The initial aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of SecuritiesUS$179,699,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, Section 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 10.13 or 11.08, pursuant to an Exchange Offer or pursuant to Section 3.12. Additional The Company may also issue additional Securities may be issued under this Indenture having identical terms and conditions to the Indenture in Securities, subject to compliance with Sections 3.03 and 10.08the covenants contained herein including, without limitation, the covenant contained in Section 10.22 (the "Additional Securities"). The Initial Securities shall be known and designated as the “6.00"9 5/8% Senior Subordinated Notes due 2017” of 2010" and the Company. The Stated Maturity of the Exchange Securities shall be June 30known and designated as the "9 5/8% Senior Series B Subordinated Notes due 2010." Their Stated Maturity shall be July 15, 20172010, and the Securities they shall each bear interest at the rate of 6.009 5/8% per annumannum from the Closing Date, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable semiannually in arrears on May January 15 and November July 15 in each year, commencing November January 15, 20132004, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawfulPerson in whose name the Security (or any predecessor Security) is registered at the close of business on the January 1 or July 1 next preceding such Interest Payment Date. The principal of (premium, if any, shall be payable on demand. The principal of, premium, if any, ) and interest on, on the Securities shall be payable payable, and the Securities shall be exchangeable and transferable transferable, at an the office or agency of the Company in The City of New York maintained for such purposes purposes, (which initially will shall be a corporate trust the office of the Trustee located at 000 Xxxx XxxxxxOne Liberty Plaza, Xxxxx 000023rd Floor, Xxx XxxxNew York, Xxx Xxxx 00000New York 10006) or, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option opxxxx xx xxx Xxxxxxx, xxxxxxxx xxx xx xxxx xx xxxxk mailed to the address of the Company by check mailed to addresses of the Persons Person entitled thereto as shown such address shall appear on the Security Register; PROVIDED that all payments with respect to the U.S. Global Securities, as well as Physical Securities the Holders of which have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date for such payment, will be required to be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof. For all purposes hereunder, Securities that remain outstanding after the Initial Securities consummation of the Exchange Offer and any Additional Exchange Securities issued pursuant to this Indenture in connection with the Exchange Offer will be treated as one a single class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15securities under this Indenture. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourXI.

Title and Terms. The aggregate principal amount of Securities KDSM Senior Debentures which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 206,200,000 in principal amount of SecuritiesKDSM Senior Debentures, except for Securities KDSM Senior Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities KDSM Senior Debentures pursuant to Sections 3.03Section 303, 3.04304, 3.05305, 3.06306, 3.07307, 3.08308, 9.06906, 10.12, 10.15 1016 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081108. The Securities KDSM Senior Debentures shall be known and designated as the “6.00"11 5/8% Senior Notes Debentures due 2017” 2009" in the case of either Series A or Series B, as the case may be, of the Company. The Stated Maturity of the Securities KDSM Senior Debentures shall be June 30March 15, 20172009 Series A or Series B, as the case may be, and the Securities KDSM Senior Debentures shall each bear interest at the rate of 6.0011 5/8% per annumannum plus Additional Interest and Penalty Interest, as such interest rate may be adjusted as set forth in the Securitiesif any, from May 10March 12, 2013 1997 or from the most recent Interest Payment Date to which interest has been paid, as the case may be, payable semiannually beginning on May 15 June 15, 1997 and November 15 quarterly thereafter on March 15, June 15, September 15, and December 15, in each year, commencing November 15, 2013, until the principal thereof is paid or duly provided for. Interest , and at a rate of 11 5/8% per annum on any overdue principal, interest (to the extent lawful) principal or premium, if any, shall be payable on demandinterest. The principal of, premium, if any, and interest onUnless otherwise specified herein, the Securities shall be payable Series A KDSM Senior Debentures and the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture Series B KDSM Senior Debentures will be treated as one class and are together referred to as the “Securities"KDSM Senior Debentures.” " The Securities shall be subject to repurchase by Series A KDSM Senior Debentures rank pari passu in right of payment with the Series B KDSM Senior Debentures. The Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require extend the interest payment period on the KDSM Senior Debentures in accordance with the terms of the KDSM Senior Debentures as set forth in Section 202. Payment of the principal of, premium, if any, and interest on the KDSM Senior Debentures shall be made at the office or agency of the Paying Agent maintained for that purpose in the United States, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to purchase their Securitiesaddresses of the Persons entitled thereto as such addresses shall appear on the Security Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the applicable Payment Date) by the Holder thereof. If any of the KDSM Senior Debentures are held by the Depository, in whole or in part, in payments of interest may be made by wire transfer to the event of a Change of Control pursuant to Section 10.15Depository. The Securities Trustee is hereby initially designated as the Paying Agent under this Indenture. The KDSM Senior Debentures shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the CompanyEleven. At the election of the Company, the entire Indebtedness on the Securities KDSM Senior Debentures or certain of the Company’s 's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities250,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06906 or 1108 or in connection with an Offer to Purchase pursuant to Section 1013 or 1017. The Company may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, 3.07in each case pursuant to a Board Resolution, 3.08subject to Section 303, 9.06included in an Officers' Certificate delivered to the Trustee, 10.12, 10.15 or 11.08in authorized denominations in exchange for a like principal amount of Original Securities. Additional Upon any such exchange the Original Securities may shall be issued under cancelled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the Indenture in compliance with Sections 3.03 aggregate principal amount of Original Securities and 10.08Exchange Securities Outstanding exceed $250,000,000. The Securities shall be known and designated as the “6.00"10% Senior Notes due 2017” June 1, 2007" of the Company. The Stated Maturity of the Securities shall be June 301, 2017, and the 2007. The Securities shall each bear interest at the rate of 6.0010% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 1029, 2013 1997 or from the most recent Interest Payment Date thereafter to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually semi-annually on May 15 June 1 and November 15 in each yearDecember 1, commencing November 15December 1, 20131997, until the principal thereof is paid or duly provided formade available for payment; provided, however, with respect to Original Securities, if there has been a Registration Default, a Step-Up will occur and the Original Securities will from then bear Special Interest until the Step-Down Date and, if either the Exchange Offer has not been consummated or, if applicable, the Resale Registration Statement has not become or been declared effective, in each case, by October 11, 1997, a Second Step-Up will occur and the Original Securities will from then bear Special Interest until the Second Step-Down Date. Interest on any overdue principal, interest (to the extent lawful) or premiumAccrued Special Interest, if any, shall be payable paid in cash in arrears semi-annually on demandJune 1 and December 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. The principal of, of and premium, if any, and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located in the Borough of Manhattan, The City of New York, New York, maintained for such purpose and at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Section 10.12. Holders shall have Sections 1013 and 1017 of the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15Indenture. The Securities shall be redeemable as provided in Article Eleven and in Eleven. The Securities shall not have the Securitiesbenefit of any sinking fund obligations. The Securities shall be Senior Indebtedness subject to defeasance at the option of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The An unlimited aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on (of which U.S.$350,000,000 is being issued, authenticated and delivered the first issuance is limited to $50,000,000 in principal amount of Securitiesdate hereof), except for including Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 303, 3.04304, 3.05305, 3.06308, 3.07516, 3.08908, 9.061016, 10.12, 10.15 1108 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081111. The Initial Securities shall be known and designated as the “6.006.25% Senior (Secured) Second Priority Notes due 20172013” and the Exchange Securities shall be known and designated as the “6.25% Exchange Senior (Secured) Second Priority Notes due 2013”, in each case, of the Company. The Stated Maturity of the Securities shall be June 3015, 2017, 2013 and the Securities they shall each bear interest at the rate of 6.006.25% per annumannum from and including June 19, as such interest rate may be adjusted as set forth in the Securities2003, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable semiannually on May December 15, 2003 and semi-annually thereafter on June 15 and November December 15 in each year, commencing November 15, 2013year and at said Stated Maturity, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest The principal of (to the extent lawful) or and premium, if any, shall be payable on demand. The principal of, premium, if any, ) and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust purpose in The City of New York, or at such other office or agency of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)Company as may be maintained for such purpose; provided, however, that payment of interest may be made that, at the option of the Company Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as shown such addresses shall appear on the Security Register. For ; provided further that all purposes hereunderpayments of the principal of (and premium, if any) and interest on Securities, the Initial Securities Holders of which have given wire transfer instructions to the Company or the Paying Agent at least 10 Business Days prior to the applicable payment date and any Additional Securities issued pursuant to this Indenture hold at least U.S.$1,000,000 in principal amount of Securities, will be treated as one class and are together referred required to as be made by wire transfer of immediately available funds to the “Securities.” The Securities shall be subject to repurchase accounts specified by such Holders in such instructions. Any such wire transfer instructions received by the Company pursuant or the Paying Agent shall remain in effect until revoked by such Holder. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of the Security to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15Paying Agent. The Securities shall be redeemable as provided in Article Eleven Eleven. Additional Securities ranking pari passu with the Securities issued on the date hereof may be created and in issued from time to time by the Securities. The Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Securities initially issued and shall have the same terms as to status, redemption or otherwise as the Securities originally issued, provided that the Company’s ability to issue Additional Securities shall be Senior Indebtedness of the Company ranking in right of payment equal subject to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations compliance with Sections 1008 and covenants and certain Events 1009. Any Additional Securities shall be issued with the benefit of Default thereunder may be defeased as provided in Article Fouran indenture supplemental to this Indenture.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities, 37.0 million except for Additional Securities and Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06307, 3.07907 or 1108 or in connection with an Offer to Purchase pursuant to Section 1015 (all Securities referred to in this exception being deemed "Substitute Securities"). On the Closing Date, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture Issuer shall not issue in compliance with Sections 3.03 and 10.08excess of $38.0 million in aggregate principal amount of Securities. The Securities shall be known and designated as the “6.00"13% Senior Term Loan Notes due 2017” 2011" of the CompanyIssuer. The Stated Their final Maturity of the Securities date shall be June 30[__________________], 2017, 2011 and the Securities they shall each bear interest at the rate of 6.0013% per annum, as such interest rate may be adjusted as set forth from the Closing Date in the case of the Original Securities, from May 10, 2013 the applicable date of issuance in the case of Additional Securities (an "Issue Date") or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, regardless of when issued, payable semiannually annually in arrears on May 15 and November 15 in each year[__________], commencing November 15[_____________], 2013, 2004 until the principal thereof is paid or duly provided formade available for payment. Interest on any overdue principalso payable shall be, interest (a) for the three-year period following the Closing Date, payable in cash or in kind by the issuance of additional Securities with terms identical to this Security (other than with respect to the extent lawfuldate of issuance) in such principal amount as shall equal the interest payment that is then due ("Additional Securities"), or premiumany combination thereof, if anyat the Issuer's election; and (b) thereafter until the principal hereof is paid or made available for payment, payable in cash. The Securities issued on the Closing Date and any Additional Securities shall be payable on demandtreated as a single class for all purposes under this Indenture. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company Issuer in the Borough of Manhattan, The City of New York maintained for such purposes (which initially will purpose and at any other office or agency maintained by the Issuer for such purpose or, in the case of a Global Security, shall be a corporate trust office paid by wire transfer of immediately available funds to the accounts specified by the Holders of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)Securities; provided, however, that at the option of the Issuer payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company Issuer pursuant to an Offer to Purchase as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.151015. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesEleven. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal subject to all other existing defeasance and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased covenant defeasance as provided in Article FourTwelve. The Securities shall not have the benefit of any sinking fund obligation.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 100,000,000 in principal amount of Series A Securities and $100,000,000 in principal amount of Series B Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 303, 3.04304, 3.05305, 3.06306, 3.07307, 3.08308, 9.06906, 10.121013, 10.15 1016 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081108. The Series A Securities shall be known and designated as the “6.00"9 1/4% Series A Senior Subordinated Notes due 2017” 2007, Series A" of the Company. The Stated Maturity of the Series A Securities shall be June 30October 15, 20172007, and the Series A Securities shall each bear interest at the rate of 6.009 1/4% per annum, as such interest rate may be adjusted as set forth in the SecuritiesSeries A Security, from May 10October 16, 2013 1997, or from the most recent Interest Payment Date to which interest has been paid, as the case may be, payable semiannually on May April 15 and November October 15 in each year, year commencing November April 15, 20131998, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The Series B Securities shall be known and designated as the "9 1/4% Series B Senior Subordinated Notes due 2007, Series B" of the Company. The Stated Maturity of the Series B Securities shall be October 15, 2007, and the Series B Securities shall each bear interest at the rate of 9 1/4% per annum, as such interest rate may be adjusted as set forth in the Series B Security, from their issuance date or from the most recent Interest Payment Date to which interest has been paid, as the case may be, payable semiannually on April 15 and October 15, in each year commencing April 15, 1998, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, of and premium, if any, and interest on, on the Securities shall be payable (i) in respect of Securities held of record by the Depositary or its nominee in same day funds on or prior to the respective payment dates and (ii) in respect of Securities held of record by Holders other than the Depositary or its nominee in same day funds at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that at the option of the Company payment of interest to Holders of record other than the Depositary may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Registerpurposes. For all purposes hereunder, the Initial Series A Securities and any Additional the Series B Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “"Securities.” " The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.121013. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.151016. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Indebtedness evidenced by the Securities shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Companyas provided in Article Thirteen. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s 's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 303, 3.04304, 3.05305, 3.06306, 3.07307, 3.08308, 9.06906, 10.121013, 10.15 1016 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081108. The Securities shall be known and designated as the “6.00"8 7/8% Senior Subordinated Notes due 2017” 2007" of the Company. The Stated Maturity of the Securities shall be June 30August 1, 20172007, and the Securities shall each bear interest at the rate of 6.008 7/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10August 5, 2013 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 February 1 and November 15 August 1 in each year, commencing November 15February 1, 20131998, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)purposes; provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown such addresses shall appear on the Security Register. For all purposes hereunder, the Initial Series A Securities and any Additional the Series B Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “"Securities.” " The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.121013. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.151016. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 150,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 303, 3.04304, 3.05305, 3.06306, 3.07307, 3.08308, 9.06906, 10.121012, 10.15 1014 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081108. The Securities shall be known and designated as the “6.00"12 3/4% Senior Notes due 2017” 2007" of the Company. The Stated Maturity of the Securities shall be June 30December 15, 20172007, and the Securities shall each bear interest at the rate of 6.0012 3/4% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10December 18, 2013 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May June 15 and November December 15 in each year, commencing November June 15, 20131998, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of San Francisco maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxXxxxxxxxx, Xxx Xxxx 00000, Attention: Corporate Trust ServicesXxxxxxxxxx 94111); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Series A Securities and any Additional the Series B Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “"Securities.” " The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.121012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.151014. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s 's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities600,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, Section 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 11.08 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0812.02. The Securities shall be known and designated as the “6.00"6% Senior Notes Convertible Preferred Equivalent Obligations due 2017” 2006" of the Company. The Stated Maturity of the Securities Their Mandatory Redemption Date shall be June 30November 1, 20172006, and the Securities shall each bear interest at the rate of 6.006% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom November 6, from May 101996, 2013 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly in cash in arrears on February 1, May 15 1, August 1 27 and November 15 in 1 of each year, commencing November 15February 1, 20131997, until the principal thereof is paid or duly provided formade available for payment; provided, however, that if (i) on or prior to May 5, 1997, a shelf registration statement with respect to resales of the Securities and the Shares of Common Stock issuable upon conversion thereof has not been filed with the Securities and Exchange Commission or (ii) on or prior to July 4, 1997, such shelf registration statement is not declared effective (each, a "Registration Default"), additional interest will accrue on the Securities, from and including the day following such Registration Default to but excluding the day on which such Registration Default has been cured. Additional interest will be paid quarterly in arrears, with the first quarterly payment due on the first Interest Payment Date following the date on any overdue principal, which such additional interest (begins to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if anyaccrue, and interest onwill accrue at a rate per annum of 0.25% of the principal amount of the Securities, to and including the 90th day following such Registration Default and thereafter at a rate per annum of 0.50% until such Registration Default has been cured. Payments (whether in cash or Common Stock) due on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes purpose in The City of New York and at any other office or agency maintained by the Company for such purpose. If any such payment is in cash, it shall be payable by United States dollar check drawn on, or wire transfer (which initially will be a corporate trust office of provided that appropriate wire instructions have been received by the Trustee at least 15 days prior to the applicable date of payment) to a United States dollar account maintained by the Holder with, a bank located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)in New York City; provided, however, that payment of interest may be made at the option of the Company payment of interest in cash may be made by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesXI. The Securities shall be Senior Indebtedness convertible into Common Stock of the Company ranking as provided in Article XII. The Securities shall be subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased Debt Obligations as provided in Article FourXIII. The Securities shall be subject to mandatory exchange as provided in Article XIV. 28 Payments on the Securities shall be made in the form described in Section 10.01.

Title and Terms. There is hereby created under the Indenture a Series of Securities known and designated as the "__% Exchangeable Notes Due August 15, 2001" of the Company. The aggregate principal amount of Securities which PIES that may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities-, except for Securities PIES authenticated and delivered upon registration of reregistration of, transfer of, or in exchange for, or in lieu of, other Securities PIES pursuant to Sections 3.03Section 2.08, 3.042.09, 3.052.12, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 3.06 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08. The Securities shall be known and designated as the “6.00% Senior Notes due 2017” 9.05 of the CompanyIndenture. The Stated Maturity for payment of principal of the Securities PIES shall be June 30August 15, 2017, 2001 or a later date as provided in the definition of "Stated Maturity" in Section 101 and the Securities PIES shall each bear interest at the rate of 6.00__% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom August [_], from May 10, 2013 1998 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable semiannually quarterly in arrears on February 15, May 15, August 15 and November 15 in of each year, year (commencing November 15, 20131998) and at Maturity, to the persons in whose names the PIES (or any predecessor securities) are registered at the close of business on the last day of the calendar month immediately preceding such interest payment date, until the principal thereof is paid or duly provided formade available for payment. Interest on any overdue principal, interest (to the extent lawful) or premiumIn addition, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer Stated Maturity is extended as provided in Section 10.12204, interest at the rate set forth in this Section 201 will continue to accrue on the PIES until Maturity and additional interest will accrue in arrears as provided in Section 204. Holders The PIES shall have the right to require the Company to purchase their Securities, in whole or in part, be initially issued in the event form of a Change Global Security and the depositary for the PIES shall be The Depository Trust Company, New York, New York (the "Depositary"). The PIES shall not be redeemable or terminable prior to their Stated Maturity except as provided in Section 204 and shall not be subject to any sinking fund. The PIES shall be mandatorily exchangeable as provided in Section 202. The PIES shall be issuable in denominations of Control $- and any integral multiple thereof. The Company shall not be obligated to pay any additional amount on the PIES in respect of taxes, except as otherwise provided in Sections 207 and 301. The form of PIES attached hereto as Exhibit A is hereby adopted, pursuant to Section 10.159.01(7) of the Indenture, as a form of Securities of a Series that consists of PIES. SECTION 202. EXCHANGE AT MATURITY. Subject to Section 205(b), at Maturity the principal amount of each PIES shall be mandatorily exchanged by the Company into a number of shares of AirTouch Common Stock at the Exchange Rate. The Securities Holders of the PIES shall be redeemable as responsible for the payment of any and all brokerage costs upon the subsequent sale of such shares. The Company may at its option deliver cash in lieu of delivering all or a portion (such portion to be selected by the Company in its discretion) of the shares of AirTouch Common Stock otherwise deliverable at Maturity (the "Cash Delivery Option"). The amount of cash deliverable in respect of each PIES (calculated to the nearest 1/100th of a dollar per PIES or, if there is not a nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) shall be equal to the product of the number of shares of AirTouch Common Stock otherwise deliverable in respect of such PIES on the date of Maturity multiplied by the Maturity Price. An election to exercise the Cash Delivery Option with respect to less than all of the shares of AirTouch Common Stock otherwise deliverable at Maturity shall not in any way limit the Company's obligation to deliver the remaining shares of AirTouch Common Stock deliverable at Maturity. As further provided in Article Eleven and in the Securities. The Securities Section 203, no fractional shares of AirTouch Common Stock shall be Senior Indebtedness delivered pursuant to this Section 202. In determining the amount of cash deliverable in exchange for the PIES in lieu of shares of AirTouch Common Stock pursuant to the fourth sentence of this Section 202, if more than one PIES shall be surrendered for exchange at one time by the same Holder, the amount of cash which shall be delivered upon exchange shall be computed on the basis of the Company ranking in right aggregate number of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourPIES so surrendered at Maturity.

Title and Terms. There shall be a series of Securities designated as the “7.50% Senior Notes due 2014” of the Company. Their Stated Maturity shall be January 15, 2014, and they shall bear interest at the rate of 7.50% per annum. Interest on the Securities of this series will be payable semi-annually on January 15 and July 15 of each year, commencing January 15, 2009, until the principal thereof is made available for payment. Interest on the Securities of this series will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 1 or July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Twenty-First Supplemental Indenture on the first issuance is initially limited to $50,000,000 in principal amount of Securities600,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Sections 3.03Section 304, 3.04305 and 306 of the Indenture and except for any Securities of this series which, 3.05pursuant to Section 303 of the Indenture, 3.06are deemed never to have been authenticated and delivered under the Indenture. Notwithstanding the foregoing, 3.07the Company may from time to time, 3.08without notice to or consent of the registered holders of the Securities issue further Securities (“Additional Securities”). The Additional Securities will rank equal with the Securities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of the Additional Securities, 9.06, 10.12, 10.15 or 11.08except for the first payment of interest following the issue date of the Additional Securities). The Additional Securities may be issued under consolidated and form a single series with the Indenture in compliance with Sections 3.03 Securities and 10.08may have the same terms as to status, redemption, or otherwise, as the Securities. The Securities shall of this series will be known and designated as represented by one or more Global Securities representing the “6.00% Senior Notes due 2017” entire $600,000,000 aggregate principal amount of the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Stated Maturity Place of the Securities shall be June 30, 2017, and the Securities shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 2013, until for the principal thereof is paid or duly provided for. Interest on any overdue principal, interest of (to the extent lawful) or and premium, if any, ) and interest on the Securities of this series shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in the City of Cincinnati, State of Ohio, maintained for such purposes (purpose, which initially will shall be a corporate trust office the Corporate Trust Office of the Trustee located and at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15this Twenty-First Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not be redeemable applicable to the Securities of this series. The Securities of this series are subject to defeasance at the option of the Company as provided in Article Eleven and in the Securitiesthis Twenty-First Supplemental Indenture. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.ARTICLE FOUR

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on the first issuance is limited to the sum of $50,000,000 in principal amount of Securities, 88,917,550 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, Section 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 11.07 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0813.02. The Securities shall be known and designated as the “6.00"7 1/4% Senior Notes due 2017” Convertible Junior Subordinated Debentures Due 2029" of the Company. The Their Stated Maturity of the Securities shall be June 30December 15, 20172029, and the Securities they shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the SecuritiesApplicable Rate, from May 10December 15, 2013 1999 or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on May March 15, June 15, September 15 and November December 15 in (each an "Interest Payment Date") of each year, commencing November March 15, 20132000, until the principal thereof is paid or duly provided formade available for payment, and they shall be paid to the Person in whose name the Security is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the first day of the month of the applicable Interest Payment Date (the "Regular Record Date"). Interest will compound quarterly and will accrue at the Applicable Rate on any overdue principalinterest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.13 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 30-day month. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on such date. If at any time (including upon the occurrence of a Tax Event) while the Property Trustee is the Holder of all the Securities, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any case, the Company will pay as additional amounts ("Additional Sums") on the Securities held by the Property Trustee, such additional amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying such taxes, duties, assessments or other governmental charges will be equal to the extent lawful) amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or premium, if any, shall be payable on demandother governmental charges been imposed. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in New York, New York maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)the time of payment is legal tender for payment of public and private debts; provided, however, that at any time that the Property Trustee is not the sole holder of the Securities, payment of interest may be made may, at the option of the Company Company, be made by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase Register or by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15wire transfer. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesXI hereof. The Securities shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased Debt as provided in Article FourXII hereof. The Securities shall be convertible as provided in Article XIII hereof.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities101,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Notes pursuant to Sections 3.03Section 303, 3.04304, 3.05305, 3.06306, 3.07307, 3.08310, 9.06906, 10.121011, 10.15 1012 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081108 or pursuant to a Notes Exchange Offer. The Securities Initial Notes shall be known and designated as the “6.00"10- 1/4% Senior Subordinated Notes due 2017” 2007" and the New Notes shall be known and designated as the "10-1/4% Series B Senior Subordinated Notes due 2007," in each case, of the Company. The Stated Maturity of the Securities Notes shall be June 30July 1, 20172007, and the Securities they shall each bear interest at the rate of 6.0010-1/4% per annumannum from July 3, as such interest rate may be adjusted as set forth in the Securities1997, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable on January 1, 1998 and semiannually thereafter on May 15 July 1 and November 15 January 1 in each year, commencing November 15, 2013until the principal thereof is paid in full and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the June 15 or December 15 next preceding such Interest Payment Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, of and premium, if any, and interest on, on the Securities Notes shall be payable payable, and the Securities Notes shall be exchangeable and transferable transferable, at an the office or agency of the Company in The City of New York maintained for such purposes (which initially will shall be a corporate trust the office of the Trustee located at 000 Xxxx Xxxxxx101 Xxxxxxx Xxxxxx--21W, Xxxxx 0000New York, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust ServicesNY 10286); provided, however, that payment of interest may be made that, at the option of the Company Company, interest may be paid by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address appears in the Security Note Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their SecuritiesNotes, in whole or in part, in the event of a Change of Control pursuant to Section 10.151011. The Securities Notes shall be subject to repurchase by the Company pursuant to an Asset Sale Offer as provided in Section 1012. The Notes shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourNotes.

Title and Terms. The Notes shall be known and designated as the “7.00% Convertible Senior Notes due 2011” of the Company. The aggregate principal amount of Securities Notes which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities, 18,000,000; except for Securities Notes authenticated and delivered upon registration of of, transfer of, or in exchange for, or in lieu of, of other Securities Notes pursuant to Sections 3.03Section 2.7, 3.042.8, 3.052.9, 3.062.12, 3.077.5, 3.0810.7, 9.06, 10.12, 10.15 11.1 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0812.2 hereof. The Securities Notes shall be known and designated as the “6.00% Senior Notes due 2017” issuable in denominations of the Company$1,000 or integral multiples thereof. The Stated Maturity of the Securities Notes shall be June 30mature on September 1, 20172011. Interest shall accrue from November 1, and the Securities shall each bear interest 2006 at the rate of 6.00% Interest Rate per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 2013, annum until the principal thereof is paid or duly provided formade available for payment pursuant to the terms of this Indenture. Interest shall be payable semiannually in arrears on March 1 and September 1 in each year, commencing March 1, 2007. The “Interest Rate” shall be equal to 7.00% per annum unless and until an FDA Approval Event shall have occurred, and thereafter, as of the date of public disclosure of such FDA Approval Event, 4.00% per annum. In the event the interest rate is reduced to 4.00% because of an FDA Approval Event, the Company shall provide notice of such reduction to the Trustee in accordance with Section 13.2 of this Indenture. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months, and, in the case of a partial month, the actual number of days elapsed. Except as provided below in this paragraph, a Holder of any overdue principal, Note shall not be entitled to receive any interest (including Additional Interest, if any) that has accrued on such Note if such Note is converted into Common Stock on any day other than an Interest Payment Date. By delivering to the extent lawful) or premiumHolder of any Note that is converted into Common Stock the number of shares issuable upon conversion, together with a cash payment, if any, in lieu of fractional shares, the Company shall be payable deemed to have satisfied its obligation with respect to such Note. Accordingly, accrued but unpaid interest shall be deemed to be paid in full rather than canceled, extinguished or forfeited. If a Holder of any Note converts such Note after a Regular Record Date but prior to the corresponding Interest Payment Date, such Holder shall be entitled to receive on demandthe Interest Payment Date interest accrued and paid on such Note, notwithstanding the conversion of such Note prior to such Interest Payment Date. However, at the time such Holder surrenders such Note for conversion, such Holder shall pay the Company an amount equal to the interest (including Additional Interest, if any) that will be paid on the Notes being converted on the Interest Payment Date. The principal preceding sentence does not apply to Notes that are converted after being called by the Company for redemption. In the event that the Company calls any Notes for redemption on a date that is after a Record Date for an interest payment but prior to the corresponding Interest Payment Date, and prior to the redemption date a Holder of any Note chooses to convert such Note, such Holder shall not be required to pay the Company at the time such Holder surrenders such Note for conversion the amount of interest on such Note such Holder shall be entitled to receive on the date that has been fixed for redemption. Accrued but unpaid interest will be payable upon any conversion of Notes made concurrently with or after acceleration of the Notes following an Event of Default. Notwithstanding anything to the contrary in the foregoing, for any conversion of any Note by a Holder prior to October 31, 2008, such Holder shall be entitled to receive interest upon such conversion in accordance with Section 12.1 hereof. Principal of, and premium, if any, and interest on, the Securities Global Notes shall be payable to the Depositary in immediately available funds. Principal and the Securities premium, if any, and interest on maturity, on Physical Notes shall be exchangeable and transferable payable at an the office or agency of the Company maintained for such purposes purpose, initially the Corporate Trust Office of the Trustee. Interest on Physical Notes (which initially other than at maturity) will be payable by (i) U.S. Dollar check drawn on a corporate trust office bank in The City of New York mailed to the address of the Trustee located at 000 Xxxx XxxxxxHolder, Xxxxx 0000or (ii) upon application to the Registrar not later than the relevant Record Date by a Holder, Xxx Xxxxof an aggregate principal amount in excess of $5,000,000, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may wire transfer in immediately available funds. The Notes shall be made redeemable at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities10 hereof. The Securities Notes shall be Senior Indebtedness have a Repurchase Right exercisable at the option of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased Holders as provided in Article Four11 hereof. The Notes shall be convertible as provided in Article 12 hereof.

Title and Terms. (a) The aggregate principal amount ---------------- of Securities Notes which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities250,000,000, except for Securities Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, of other Securities Notes pursuant to Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.1211.08 or in connection with an Offer to Purchase pursuant to Section 10.14 or 10.15 (all Notes referred to in this exception being deemed "Substitute Notes"). The Company may issue Exchange Notes from time to time pursuant to an Exchange Offer, 10.15 or 11.08in each case pursuant to a Board Resolution and subject to Section 3.03, in authorized denominations in exchange for a like principal amount of Original Notes. Upon any such exchange the Original Notes shall be canceled in accordance with Section 3.10 and shall no longer be deemed Outstanding for any purpose. Subject to the terms and conditions hereof, (i) $175,000,000 in aggregate principal amount of Notes will be authenticated and delivered on the date hereof and (ii) in accordance with clause (b) below, up to $75,000,000 of Additional Securities Notes may be issued under authenticated and delivered in the Indenture future (which may be Restricted Notes or Regulation S Notes (which may be subject to an Exchange and Regulation Rights Agreement) or may be Registered Notes as specified in compliance with Sections 3.03 the relevant Board Resolution); provided, however, that in no event shall the aggregate principal -------- ------- amount of all Notes Outstanding (including all Restricted Notes, Regulation S Notes and 10.08Registered Notes at the time Outstanding) exceed $250,000,000. The Securities Notes shall be known and designated as the “6.00"10-1/4% Senior Subordinated Notes due 2017” 2007" of the Company. The Their Stated Maturity of the Securities shall be June 30May 15, 2017, 2007 and the Securities they shall each bear interest at the rate of 6.0010-1/4% per annum, as such interest rate may be adjusted as set forth in annum (the Securities"Base Interest"), from May 1021, 2013 1997 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually semi-annually on May 15 and November 15, commencing November 15, 1997, until the principal thereof is paid or made available for payment; provided, -------- however, with respect to Original Notes, that if a Registration Default occurs, ------- as liquidated damages for such Registration Default, Special Interest, in addition to the Base Interest, shall accrue during the Registration Default Period for such Registration Default at a per annum rate of 0.25% for the first 90 days of such Registration Default Period, at a per annum rate of 0.50% for the second 90 days of such Registration Default Period, at a per annum rate of 0.75% for the third 90 days of such Registration 50 Default Period and at a per annum rate of 1.0% thereafter for the remaining portion of such Registration Default Period. The Company shall provide written notice to the Trustee of any Registration Default and of the end of the Registration Default Period for such Registration Default. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on May 15 and November 15 in each year, commencing November 15, 2013, until and the principal thereof is paid or duly provided foramount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed. Interest on any overdue principal, Any accrued and unpaid interest (including Special Interest, if any) on this Note upon the issuance of an Exchange Note in exchange for this Note shall cease to be payable to the extent lawfulHolder hereof but such accrued and unpaid interest (including Special Interest, if any) or shall be payable on the next Interest Payment Date for such Exchange Note to the Holder thereof on the related Regular Record Date. The principal of (and premium, if any, ) and interest on the Notes shall be payable on demand. The principal of, premium, if any, and interest on, at the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in the Borough of Manhattan, The City of New York, New York, maintained for such purposes (which initially will be a corporate trust purpose and at any other office of or agency maintained by the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)Company for such purpose; provided, -------- however, that at the option of the Company payment of interest may be made at the option of the Company by ------- check mailed to addresses the address of the Persons Person entitled thereto as shown such address shall appear in the Note Register; provided further that all payments of the principal ---------------- (and premium, if any) and interest on the Security Register. For all purposes hereunderNotes, the Initial Securities and any Additional Securities issued pursuant Holders of which have given wire transfer instructions to this Indenture the Company or its agent at least 10 Business Days prior to the applicable payment date, will be treated as one class and are together referred required to as be made by wire transfer of immediately available funds to the “Securities.” accounts specified by such Holders in such instructions. The Securities Notes shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable redemption as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourXI.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered from time to time under this Indenture on the first issuance is limited to $50,000,000 in principal amount of SecuritiesU.S.$66,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 3.4, 3.043.6, 3.058.5, 3.0610.8, 3.07, 3.08, 9.06, 10.12, 10.15 11.2 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0812.3(5). The Securities shall be known and designated as the “6.00"6% Senior Convertible Notes due 2017” 2010" of the Company. The Their Stated Maturity of the Securities shall be June 3012, 20172010, and the Maturity Amount shall be payable on or before the fifth Business Day after June 12, 2010. The Securities shall each bear interest on their principal amount from May 12, 2006, payable in arrears commencing December 12, 2006 and thereafter semi-annually on June 12 and December 12 in each year, at the rate of 6.006% per annumannum until the Maturity Amount thereof is due and at the rate of 6% on any unpaid principal amount (but, as such interest rate may be adjusted as set forth in for the Securitiesavoidance of doubt, from May 10not on the Maturity Amount) after June 12, 2013 or from the most recent Interest Payment Date to which interest has been 2010 until paid, payable semiannually on May 15 and November 15 in each yearand, commencing November 15, 2013, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premiumpermitted by law, if anyon any unpaid interest amount after June 12, 2010 until paid; PROVIDED, HOWEVER, that payments shall only be payable made on demandBusiness Days as provided in Section 1.12. The principal of, premium, if any, Accreted Value of and interest on, on the Securities shall be payable as provided in the forms of Securities set forth in EXHIBIT A and EXHIBIT B and in this Indenture. The Company may, subject to the conditions set forth in Section 3.11, elect to repay the Maturity Amount of the Securities on or before the fifth Business Day following the Maturity Date, in whole or in part, in Ordinary Shares or ADSs. Any Redemption Price or Repurchase Price, whether payable in cash or in Ordinary Shares or ADSs, shall be payable at such places as are identified in the notice of redemption delivered pursuant to Section 10.5 or the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "PLACE OF PAYMENT"). The Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed to addresses Company, as provided in Article 10 and Article 13 and in the form of Securities set forth in EXHIBIT A and EXHIBIT B. The Securities shall be convertible as provided in Article 11 (any city in which any Conversion Agent is located being herein called a "PLACE OF CONVERSION"). The Securities shall be senior, unsecured obligations of the Persons entitled thereto as shown on Company and shall rank PARI PASSU to all present and future indebtedness of the Security RegisterCompany. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four12.

Title and Terms. There shall be a series of securities designated as the "6.34% Senior Notes due 2001, Series A" of the Company (the "Series A Securities" or the "Initial Securities") and a series of securities designated as the "6.34% Senior Notes due 2001, Series B" of the Company (the "Series B Securities" and, together with the Series A Securities, the "Securities"). The Stated Maturity of the Securities shall be June 1, 2001, and they shall bear interest at the rate of 6.34% per annum, subject to increase as set forth in the Registration Rights Agreement. Interest on the Securities of this series will be payable semi-annually on June 1 and December 1 of each year, commencing December 1, 1999, until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Third Supplemental Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities250,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Sections 3.03Section 304, 3.04305 and 306 of the Indenture and except for any Securities of this series which, 3.05pursuant to Section 303 of the Indenture, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued are deemed never to have been authenticated and delivered under the Indenture in compliance with Sections 3.03 and 10.08Indenture. The Securities shall of this series will be known and designated as represented by one or more Global Securities representing the “6.00% Senior Notes due 2017” entire $250,000,000 aggregate principal amount of the Securities of this series, and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Stated Maturity Place of the Securities shall be June 30, 2017, and the Securities shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 2013, until for the principal thereof is paid or duly provided for. Interest on any overdue principal, interest of (to the extent lawful) or and premium, if any, ) and interest on the Securities of this series shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in the City of Cincinnati, State of Ohio, maintained for such purposes (purpose, which initially will shall be a corporate trust office the Corporate Trust Office of the Trustee located and at 000 Xxxx Xxxxxxany other office or agency maintained by the Company for such purpose; PROVIDED, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, howeverHOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company by check mailed as provided in this Third Supplemental Indenture. The Securities of this series are not subject to addresses a sinking fund and the provisions of Section 501(3) and Article Twelve of the Persons entitled thereto Indenture shall not be applicable to the Securities of this series. The Securities of this series are subject to defeasance at the option of the Company as shown on the Security Registerprovided in this Third Supplemental Indenture. For all purposes hereunder, the Initial Series A Securities and any Additional the Series B Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “"Securities.” " The Series A Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking rank pari passu in right of payment equal to all other existing and future Senior Indebtedness of with the Company and senior to all Subordinated Indebtedness of the CompanySeries B Securities. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.ARTICLE FIVE

Title and Terms. The aggregate principal amount of Securities which Debentures that may be authenticated and delivered under this Indenture on the first issuance is limited to the sum of $50,000,000 in principal amount of Securities[-], except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Sections 3.03Section 304, 3.04305, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 306 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08906. The Securities Debentures shall be known and designated as the “6.00% Senior Notes due 2017” "[-]% Junior Subordinated Debentures Due [-]" of the Company. The Their Stated Maturity of the Securities shall be June 30, 2017[-], and the Securities they shall each bear interest at the rate of 6.00% [-]% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom [-], from May 10, 2013 2001 or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on May 15 March 31, June 30, September 30 and November 15 in December 31 (each an "Interest Payment Date") of each year, commencing November 15[-], 2013, 2001 until the principal thereof is paid or duly provided for. Interest on any overdue principalmade available for payment, interest (and they shall be paid to the extent lawfulPerson in whose name such Debenture (or one or more Predecessor Debentures) is registered at the close of business on the regular record date for such interest installment, which, in respect of any Debentures of which the Property Trustee is the Holder or premium, if anya Global Debenture, shall be the close of business on the Business Day next preceding that Interest Payment Date. Notwithstanding the foregoing sentence, if the Trust Preferred Securities are no longer in book-entry only form or, except if the Debentures are held by the Property Trustee, the Debentures are not represented by a Global Debenture, the regular record date for such interest installment shall be the close of business on the date which is 15 days prior to each Interest Payment Date (such record date, the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of [-]% per annum on any interest installment in arrears or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed per 30-day month. In the event that any date on which interest is payable on demandthe Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Debentures held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of, premium, if any, of and interest on, on the Securities Debentures shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in the United States maintained for such purposes (which initially will be a corporate trust purpose and at 18 any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities Debentures shall be redeemable as provided in Article Eleven and in the Securitieshereof. The Securities Debentures shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased Debt as provided in Article FourTwelve hereof.

Title and Terms. The aggregate principal amount at maturity of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities450,505,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06906, 3.071010, 3.08, 9.06, 10.12, 10.15 1018 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081108. The Initial Securities shall be known and designated as the “6.00"8.29% Senior Discount Notes due 2017” of Due 2008" and the CompanyExchange Securities shall be known as the "8.29% Series B Senior Discount Notes". The Stated Maturity of the Securities shall be June 30February 1, 20172008. The Securities shall accrete at the rate of 8.29% per annum, compounded semiannually, to an aggregate principal amount of $450,505,000 by February 1, 2003, and the Securities shall each bear cash interest at the rate of 6.008.29% per annumannum accruing from February 1, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 2003 or from the most recent Interest Payment Date to which cash interest has been paidpaid or duly provided for, payable initially on August 1, 2003 and semiannually thereafter on May 15 February 1 and November 15 August 1, in each year, commencing November 15, 2013year and at said Stated Maturity, until the principal amount at maturity thereof is paid or duly provided for. Interest ; provided, however, that the Company may elect, upon not less than 60 days' prior notice to the Holders and the Trustee in accordance with Section 105 and Section 106 hereof, to commence the accrual of cash interest on all Outstanding Securities on any overdue principalAugust 1 or February 1 on or after February 1, interest (2001 and prior to February 1, 2003, in which case the Outstanding principal amount at Stated Maturity of each Security will on such commencement date be reduced to the extent lawful) or premium, if any, Accreted Value of such Security as of such date and cash interest shall be payable with respect to such Security on demandeach August 1 and February 1 thereafter. The principal Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal or Accreted Value of, premium, if any, and interest on, on the Securities shall will be payable payable, and the Securities shall may be exchangeable and transferable exchanged or transferred, at an the office or agency of the Company maintained for such purposes (which initially in The City of New York, which, unless otherwise provided by the Company, will be a corporate trust office the offices of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at Trustee. At the option of the Company Company, interest may be paid by check mailed to addresses of the Persons entitled thereto as shown such addresses shall appear on the Security Register. For The interest rate on the Securities is subject to increase by the addition of Liquidated Interest and otherwise, all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together set forth or referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event text of a Change of Control pursuant to Section 10.15the Securities appearing in Exhibit A hereto. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the CompanyEleven. At the election of the Company, the entire Indebtedness Debt on the Securities or certain of the Company’s 's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve. The Securities will be senior unsecured obligations of the Company, ranking pari passu in right of payment with all existing and future senior unsecured Debt of the Company, and will be senior in right of payment to all existing and future Subordinated Debt of the Company.

Title and Terms. The aggregate principal amount of Securities Notes which may be authenticated and delivered issued under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securitiesnot limited; provided, except for Securities authenticated and delivered upon registration of transfer ofhowever, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. that any Additional Securities may be Notes issued under the this Indenture are issued in compliance accordance with Sections 3.03 303 and 10.081011 hereof, as part of the same series as either the 2017 Notes or the 2020 Notes. The Securities 2017 Notes shall be known and designated as the “6.006.75% Senior Notes due 2017” of the Company. The Stated Maturity of the Securities 2017 Notes shall be June 30April 15, 2017, and the Securities 2017 Notes shall each bear interest at the rate of 6.006.75% per annumannum from April 4, as such interest rate may be adjusted as set forth in the Securities2012, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for on the 2017 Notes. The 2020 Notes shall be known and designated as the “7.625% Senior Notes due 2020” of the Company. The Stated Maturity of the 2020 Notes shall be April 15, 2020, and the 2020 Notes shall bear interest at the rate of 7.625% per annum from April 4, 2012, or from the most recent Interest Payment Date to which interest has been paid or duly provided for on the 2020 Notes. Interest on the Notes is payable semiannually on May October 15, 2012 and semi-annually thereafter on April 15 and November October 15 in of each year, commencing November 15, 2013year and at the applicable Stated Maturity, until the principal thereof of such Note is paid or duly provided for. Interest on any overdue principal, interest (for and to the extent lawful) Person in whose name such Note (or any Predecessor Note), is registered at the close of business on the April 1 and October 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”). The principal of (and premium, if any, ) and interest on the Notes shall be payable on demand. The principal of, premium, if any, and interest on, at the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office purpose in The City and State of New York or, at the option of the Trustee located at 000 Xxxx XxxxxxCompany, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses the Holders of the Persons entitled thereto as shown on Notes at their respective addresses set forth in the Security RegisterNote Register of Holders; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. For all purposes hereunderUntil otherwise designated by the Company, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities Company’s office or agency in New York shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12office of the trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their SecuritiesNotes, in whole or in part, in the event of a Change of in Control pursuant to Section 10.151016. The Securities Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1017. The Notes shall be redeemable as provided in Article Eleven Eleven. If the Notes are guaranteed, the due and in punctual payment of principal of, premium, if any, and interest on the Securities. The Securities shall be Senior Indebtedness Notes payable by the Company is irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourGuarantors.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to the sum of (a) $50,000,000 ____________ and (b) the aggregate liquidation preference of the Preferred Securities purchased by the Underwriters on the Second Time of Delivery pursuant to and in principal amount accordance with the terms and provisions of Securitiesthe Underwriting Agreement divided by 0.97, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 906 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081208. The Securities shall be known and designated as the “6.00"__% Senior Notes Junior Subordinated Debentures due 2017” 2025" of the Company. The Their Stated Maturity of the Securities shall be June 30___________, 20172025, and the Securities they shall each bear interest at the rate of 6.00__% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom ___________, from May 10, 2013 1995 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on May 15 March 31, June 30, September 30 and November 15 in December 31 of each year, commencing November 15___________, 2013, 1995 until the principal thereof is paid or duly provided formade available for payment. Interest will compound quarterly and will accrue at the rate of __% per annum on any interest installment in arrears for more than one quarter, or any overdue principalprincipal and during an extension of an interest payment period as set forth below in this Section 301. In the event that any date on which interest is payable on the Securities is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (except that, if such Business Day is in the next succeeding calendar year, such Interest Payment Date shall be the immediately preceding Business Day) and without any interest or other payment in respect of any such delay. The Company shall have the right, at any time during the term of the Securities, from time to time to extend the interest payment period for up to 20 consecutive quarters (the "Extension Period") during which period interest will compound quarterly and the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid thereon (together with Additional Interest); provided that the Company shall not defer the interest payment period with respect to Additional Interest Attributable to Taxes; and provided further that during any such Extension Period, the Company shall not declare or pay any dividend or distribution (other than a dividend or distribution in common stock of the Company or other security junior in right of payment to the extent lawfulSecurities) on, or redeem purchase, acquire or make a liquidation payment with respect to, any of its Capital Stock, or make any guarantee payments with respect to the foregoing (other than payments under the Parent Guarantee) or premiumrepurchase, if anyor cause any of its Subsidiaries to repurchase, any securities of the Company ranking pari passu with or subordinate to the Securities (except on a ratable ---- ----- basis with securities ranking pari passu with the Securities). Prior to the ---- ----- termination of any such Extension Period, the Company may further extend the interest payment period, provided that such Extension Period together with all such previous and further extensions thereof shall not exceed 20 consecutive quarters or extend beyond the Maturity of the Securities. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may select a new Extension Period, subject to the foregoing requirements. Except for Additional Interest Attributable to Taxes, no interest shall be due and payable on demandduring an Extension Period, except at the end thereof. The Company shall give Xxxxx Capital and the Trustee notice of its selection of such Extension Period subject to the above requirements at least ten Business Days prior to the earlier of (i) the Interest Payment Date or (ii) the date Xxxxx Capital is required to give notice to The New York Stock Exchange, Inc. or other applicable self-regulatory organization or to holders of the Preferred Securities of the record date or the date such distributions are payable, but in any event not less than two Business Days prior to such record date. If the Property Trustee is the sole Holder of the Securities, the Trustee shall promptly notify the holders of the Preferred Securities of the Company's selection of such an Extension Period. If the Property Trustee ceases to be the sole Holder of the Securities, the Company shall give the Trustee and the Holders of the Securities notice of its selection of such Extension Period subject to the above requirements at least ten Business Days prior to the earlier of (i) the Interest Payment Date or (ii) the date that the Company is required to give notice to The New York Stock Exchange, Inc. or other applicable self-regulatory organization, or to the Holders of the Securities, of the record or payment date of such related interest payment, but in no event less than two Business Days prior to such record date. The principal of, premium, if any, of and interest on, on the Securities shall be payable (i) in the case of all Securities represented by one or more Global Securities registered in the name of a Depositary or its nominee, to such Depositary or such nominee and (ii) in the case of any Securities issued in definitive registered form, to the Persons in whose names the Securities shall be exchangeable and transferable are registered at an the office or agency of the Company in the United States maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)the time of payment is legal tender for payment of public and private debts; provided, however, that that, except with respect to a Global Security, at the option of the Company payment of interest may be made at the option of the Company (i) by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register; and provided further that for so long as any Security is registered in the name of the Property Trustee, payment of principal (including the Redemption Price and interest) shall be made by wire transfer in immediately available funds at such place and to such account as may be designated by the Property Trustee. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject subordinated in right of payment to repurchase by the Company pursuant to an Offer Senior Indebtedness as provided in Section 10.12Article Eleven. Holders The Securities shall have be senior in right of payment to the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15Parent Guarantee. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 225,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 3.3, 3.043.4, 3.053.5, 3.063.6, 3.073.7, 3.083.8, 9.069.6, 10.12, 10.15 10.13 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0811.8. The Securities shall be known and designated as the “6.00"9-7/8% Senior Subordinated Notes due 2017” 2007" of the Company. The Stated Maturity of the Securities shall be June 30October 15, 20172007, and the Securities shall each bear interest at the rate of 6.009-7/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10October 7, 2013 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May April 15 and November October 15 in each year, commencing November April 15, 20131998, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall will be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office the Corporate Trust Office of the Trustee located Trustee) or at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)such other office or agency as may be maintained for such purpose; provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons Person entitled thereto as shown such addresses shall appear on the Security Register. For all purposes hereunder, the Initial Series A Securities and any Additional the Series B Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “"Securities.” " The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.1510.13. The Securities shall not be entitled to the benefits of any sinking fund, The Securities shall be redeemable as provided in Article Eleven XI and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s 's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourIV.

Title and Terms. The aggregate principal amount of --------------- Securities which that may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities___________, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, Section 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 11.08 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0813.01. The Securities shall be known and designated as the “6.00"__% Senior Notes due 2017” Junior Subordinated Deferrable Interest Debentures Due 2037" of the Company. The Their initial Stated Maturity of the Securities shall be June 30________, 2017, and the Securities 2037. They shall each bear interest at the rate of 6.00__% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom ___________, from May 10, 2013 1997 or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually semi-annually (subject to deferral as set forth herein), in arrears, on May 15 ___________________ and November 15 in ______________________ (each an "Interest Payment Date") of each year, commencing November 15________, 2013, 1997 until the principal thereof is paid or duly provided formade available for payment, and they shall be paid to the Person in whose name the Security is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the date which is the first day of the month in which the Interest Payment Date occurs (the "Regular Record Date"). Interest on any overdue principal, interest (will compound semi-annually and will accrue to the extent lawful) permitted by law at the rate of __% per annum on any interest installment not paid when due or premiumduring an extension of an interest payment period as set forth in Section 3.12 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months, and for any period of less than a full calendar month the number of days elapsed in such month. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if anysuch Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If the Trust is required to pay any additional taxes, duties or other governmental charges as a result of a Tax Event, then, in any case, the Company will pay as additional amounts ("Additional Sums") on the Securities, such additional amounts as may be necessary in order that the amount of distributions then due and payable by the Trust on demandthe outstanding Capital Securities and Common Securities shall not be reduced as a result of any additional taxes, duties or other governmental charges to which the Trust has become subject as a result of a Tax Event. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in the United States maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)the time of payment is legal tender for payment of public and private debts; provided, -------- however, that at the option of the Company, payment of interest may be made at the option of the Company by ------- check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesXI hereof. The Securities shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourXII hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08unlimited. The Securities shall be known and designated as the “6.00"12.50% Senior Secured Notes due 2017” 2007" of the Company. The Their Stated Maturity of the Securities shall be June 30May 15, 2017, 2007 and the Securities they shall each bear interest at the rate of 6.0012.50% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 1015, 2013 2003 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually semi-annually on May 15 and November 15 in each year15, commencing November 15, 20132003, until the principal thereof is paid or duly provided formade available for payment. If, on May 15, 2005, the Company has not retired (either through tender offers or redemption) at least an aggregate of $7.5 million principal amount of the Securities (less any cash amounts paid to tendering holders in the Exchange Offer pursuant to which this Security is originally issued) since May 15, 2003, the interest rate on the Securities will increase by 2.0% until the Interest Payment Date immediately succeeding the one-year anniversary of the date on which the Company has repaid at least $7.5 million principal amount of Securities (less any cash amounts paid to tendering holders in the Exchange Offer pursuant to which this Security is originally issued) since May 15, 2003. If on May 15, 2006, the Company has not retired (either through tender offers or redemptions) at least an aggregate of $15 million principal amount of the Securities (less any cash amounts paid to tendering holders in the Exchange Offer pursuant to which this Security is offered) since May 15, 2003, the interest rate on the Securities will increase by an additional 2.5% from the interest rate then in effect until the Interest Payment Date immediately succeeding the one-year anniversary of the date on which the Company has repaid at least $15.0 million principal amount of Securities (less any cash amounts paid to tendering holders in the Exchange Offer pursuant to which this Security is offered) since May 15, 2003. Interest will be payable in cash, provided that, at the option of the Company, exercisable by not less than 10 days' prior written notice to the Trustee and the Holders, the Company may pay up to half of the Interest payable on any overdue principalthree of the first five interest payment dates (November 15, 2003, May 15 and November 15, 2004 and May 15 and November 15, 2005) in PIK Notes with a principal amount equal to 112.5% of the amount of cash that would have otherwise been payable as such interest. The Company may not exercise the PIK Option with respect to any interest payment after the Company has made any Restricted Payments pursuant to Section 1010 of this Indenture. The principal of (to the extent lawful) or and premium, if any, shall be payable on demand. The principal of, premium, if any, ) and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in Wilmington, Delaware maintained for such purposes (which initially will be a corporate trust purpose and at any other office of or agency maintained by the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)Company for such purpose; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesEleven. The Securities shall be Senior Indebtedness subject to defeasance at the option of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve. The Securities shall be Guaranteed by the Subsidiary Guarantors as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on the first issuance is initially limited to $50,000,000 in principal amount of Securities[___________], except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03304, 3.04305, 3.05306, 3.06906, 3.071108 and 1301, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional PROVIDED that additional Securities of any series of Securities authenticated and delivered under this Indenture may be issued authenticated and delivered hereunder at any time, having the same terms as, treated as a single class (for all purposes under this Indenture) with, such previously authenticated and delivered Securities, PROVIDED further that such additional Securities shall be authenticated and delivered to the Indenture Trust in compliance with Sections 3.03 and 10.08exchange for the issuance by the Trust of additional Preferred Securities to holders of Existing Preferred Securities in exchange for Existing Preferred Securities tendered in an exchange offer. The Securities shall be known and designated as the “6.00"9.75% Senior Notes due 2017” Convertible Subordinated Debentures Due 2013" of the Company. The Their Stated Maturity of the Securities shall be June 30February 15, 20172013, and the Securities they shall each bear interest at the rate of 6.009.75% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom [___________, from May 102002], 2013 or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 in (each an "Interest Payment Date") of each year, commencing November February 15, 20132002, until the principal thereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for. Interest , on any overdue principalInterest Payment Date shall be paid, interest (in cash or, at the Company's election, prior to February 15, 2004, in Fleetwood Common Stock to the extent lawful) or premiumPerson in whose name a Security is registered at the close of business on the regular record date for such interest installment, if any, which shall be payable on demandthe date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), as the case may be, next preceding such Interest Payment Date. The principal of, premium, if any, and Company may elect to pay such interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency by delivery of the Company maintained for such purposes (which initially will be a corporate trust office shares of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued Fleetwood Common Stock pursuant to this Indenture will be treated as one class Section 301 if and are together referred to as only if the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders following conditions shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.been satisfied:

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered from time to time under this Indenture on the first issuance is limited to $50,000,000 in principal amount of SecuritiesU.S.$66,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 3.4, 3.043.6, 3.058.5, 3.0610.8, 3.07, 3.08, 9.06, 10.12, 10.15 11.2 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0812.3(5). The Securities shall be known and designated as the “6.00"6% Senior Convertible Notes due 2017” 2006" of the Company. The Their Stated Maturity of the Securities shall be June 30November 12, 20172006, and the Maturity Amount shall be payable on or before the fifth Business Day after November 12, 2006. The Securities shall each bear interest at the rate of 6.00% per annumon their principal amount from November 12, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paid2002, payable semiannually semi-annually in arrears on May 15 12 and November 15 12 in each year, commencing November 15May 12, 20132003, at the rate of 6% per annum until the principal Maturity Amount thereof is paid or duly provided for. Interest due and at the rate of 6.557% on any overdue principalunpaid principal amount (but, interest (for the removal of doubt, not on the Maturity Amount) after November 12, 2006 until paid, and, to the extent lawful) or premiumpermitted by law, if anyon any unpaid interest amount after November 12, 2006 until paid; PROVIDED, HOWEVER, that payments shall only be made on Business Days as provided in Section 1.12. Interest payable per $1,000 principal amount of Securities for the period from the Closing Date to May 12, 2003 shall be payable $30.00. Original Issue Discount shall accrue on demandthe Securities from the Closing Date to the Maturity Date (unless the Securities are earlier redeemed, repurchased or converted). The principal of, premium, if any, Accrued Original Issue Discount on and interest on, on the Securities shall be payable as provided in the forms of Securities set forth in EXHIBIT A and EXHIBIT B and in this Indenture. The Company may, subject to the conditions set forth in Section 3.12, elect to repay the Maturity Amount of the Securities on or before the fifth Business Day following the Maturity Date, in whole or in part, in Ordinary Shares or ADSs. Any Redemption Price or Repurchase Price, whether payable in cash or in Ordinary Shares or ADSs, shall be payable at such places as are identified in the notice of redemption delivered pursuant to Section 10.5 or the Company Notice given pursuant to Section 12.3 (any city in which any Paying Agent is located being herein called a "PLACE OF PAYMENT"). The Securities are entitled to the benefits of the Registration Rights Agreement and are entitled to payment of Liquidated Damages as provided in Section 3 of the Registration Rights Agreement. The Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made redeemable at the option of the Company by check mailed to addresses Company, as provided in Article 10 and Article 13 and in the form of Securities set forth in EXHIBIT A and EXHIBIT B. The Securities shall be convertible as provided in Article 11 (any city in which any Conversion Agent is located being herein called a "PLACE OF CONVERSION"). The Securities shall be senior, unsecured obligations of the Persons entitled thereto as shown on Company and shall rank PARI PASSU to all present and future indebtedness of the Security RegisterCompany. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. at the option of the Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four12.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is initially limited to $50,000,000 750,000,000, in principal amount the case of the 2011 Securities, $850,000,000, in the case of the 2016 Securities, and $550,000,000, in the case of the 2036 Securities, in each case except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306 or 906; provided, 3.06however, 3.07that the Company may reopen the series of Securities represented by the 2011 Securities, 3.08the 2016 Securities or by the 2036 Securities to issue additional Securities of such series, 9.06which shall form a single series with the other Securities of such series and shall have the same terms, 10.12, 10.15 or 11.08. Additional Securities may be issued under without the Indenture in compliance with Sections 3.03 and 10.08consent of the Holders. The Securities shall be known and designated as the “6.00"5.35% Senior Notes due 2017” 2011", in the case of the 2011 Securities, the "5.70% Senior Notes due 2016", in the case of the 2016 _____________________________ 9 To be included only on Global Securities. Securities, and the "6.40% Senior Notes due 2036", in the case of the 2036 Securities, in each case of the Company. The Stated Maturity of the 2011 Securities in respect of principal shall be June 30January 5, 20172011, and the Securities they shall each bear interest at the rate of 6.005.35% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom December 9, from May 10, 2013 2005 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually semi-annually in arrears on May 15 each January 5 and November 15 in each yearJuly 5, commencing November 15July 5, 20132006, until the principal thereof is paid or made available for payment. The Stated Maturity of the 2016 Securities in respect of principal shall be January 5, 2016, and they shall bear interest at the rate of 5.70% per annum, from December 9, 2005 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on each January 5 and July 5, commencing July 5, 2006, until the principal thereof is paid or made available for payment. Interest on any overdue principal, interest (to The Stated Maturity of the extent lawful) or premium, if any, 2036 Securities in respect of principal shall be January 5, 2036, and they shall bear interest at the rate of 6.40% per annum, from December 9, 2005 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable semi-annually in arrears on demandeach January 5 and July 5, commencing July 5, 2006, until the principal thereof is paid or made available for payment. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust purpose and any other office of or agency maintained by the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)Company for such purpose; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant The Company initially designates DTC as Depositary with respect to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event each series of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourSection 302.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 600,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Xxxxxxx 000, 3.04000, 3.05000, 3.06000, 3.07, 3.08, 9.06, 10.12, 10.15 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.08000 xx 0000. The Securities shall be known and designated as the “6.00"6 5/8% Senior Notes due 2017” 2004" and the "7 1/8% Notes due 2009" of the Company. The Stated Maturity of the Securities 6 5/8% Notes due 2004 shall be June 30May 15, 20172004, and the Securities 6 5/8% Notes due 2004 shall each bear interest at the rate of 6.006 5/8% per annum, as such interest rate may be adjusted as set forth in the Securities6 5/8% Notes due 2004, from May 1024, 2013 1999, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 20131999, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to The Stated Maturity of the extent lawful) or premium, if any, 7 1/8% Notes due 2009 shall be May 15, 2009, and the 7 1/8% Notes due 2009 shall each bear interest at the rate of 7 1/8% per annum, as such interest rate may be adjusted as set forth in the 7 1/8% Notes due 2009, from April 24, 1999, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on demandMay 15 and November 15 in each year, commencing November 15, 1999, until the principal thereof is paid or duly provided for. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office the Corporate Trust Office of the Trustee located at 000 Xxxx XxxxxxTrustee; PROVIDED, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Indebtedness evidenced by the Securities shall be Senior Indebtedness of the Company ranking rank PARI PASSU in right of payment equal to with all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the CompanyIndebtedness. 30 At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s 's obligations and covenants and certain Defaults and Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 296,400,000 (including $38,650,000 purchased by the Trust pursuant to an over-allotment option in principal amount accordance with the terms and provisions of Securitiesthe Purchase Agreement), except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06906, 3.07, 3.08, 9.06, 10.12, 10.15 1108 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081301. The Securities shall be known and designated as the “6.00"6% Senior Notes due 2017” Convertible Subordinated Debentures Due 2028" of the Company. The Their Stated Maturity of the Securities shall be June 30February 15, 20172028, and the Securities they shall each bear interest at the rate of 6.006% per annum, as such interest rate may be adjusted as set forth in the Securities, from May February 10, 2013 1998, or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 in (each an "Interest Payment Date") of each year, commencing November May 15, 20131998, until the principal thereof is paid or duly provided formade available for payment, and they shall be paid to the Person in whose name the Security is registered at the close of business on the regular record date for such interest installment, which shall be the date that is 15 days prior to the Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of 6% per annum on any overdue principalinterest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months, and, for any period of less than a full calendar month, the actual number of days elapsed in such month. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Securities, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest ("Additional Interest") on the Securities held by the Property Trustee, to the extent lawful) or premiumpermitted by applicable law, if any, such additional amounts as shall be payable on demandrequired so that the net amounts received and retained by the Trust and the Property Trustee after paying such taxes, duties, assessments or other governmental charges will be equal to the amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or other government charges been imposed. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in the United States maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxxthe time of payment is legal tender for payment of public and private debts; PROVIDED, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, howeverHOWEVER, that payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons holder entitled thereto or by wire transfer to an account in the United States appropriately designated by the holder entitled thereto prior to the record date for the corresponding interest payment date. Notwithstanding the foregoing, so long as shown the holder of any Securities is the Property Trustee, the payment of principal and interest on the Security Register. For all purposes hereunder, Securities held by the Initial Securities and any Additional Securities issued pursuant to this Indenture Property Trustee will be treated made by wire transfer at such place and to such account in the United States as one class and are together referred to as the “Securities.” The Securities shall may be subject to repurchase designated by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15Property Trustee. The Securities shall be redeemable as provided in Article Eleven and in the Securitieshereof. The Securities shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve hereof. The Securities shall be convertible as provided in Article Thirteen hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities___________, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities securities pursuant to Sections 3.03Section 303, 3.04304, 3.05305, 3.06306, 3.07, 3.08, 9.06, 10.12, 10.15 906 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081208. The Securities shall be known and designated as the “6.00"___% Senior Notes due 2017” Subordinated Debentures Due 2016" of the Company. The Their Stated Maturity of the Securities shall be June 30_________ __, 20172016, and the Securities they shall each bear interest at the rate of 6.00___% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom _________ __, from May 10, 2013 1996 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on May 15 March 31, June 30, September 30 and November 15 in December 31 of each year, commencing November 15December 31, 2013, 1996 until the principal thereof is paid or duly provided formade available for payment. Interest will compound quarterly and will accrue at the rate of ___% per annum on any overdue principalinterest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth below in this Section 301. In the event that any date on which interest is payable on the Securities is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (except that, if such Business Day is in the next succeeding calendar year, such Interest Payment Date shall be the immediately preceding Business Day) (and without any interest or other payment in respect of any such delay). The Company shall have the right, at any time during the term of the Securities, from time to time to extend the interest payment period for up to six consecutive quarters (the "Extension Period") during which period interest will compound quarterly and the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which Extension Period the Company shall pay all interest then accrued and unpaid thereon (together with Additional Interest at the rate specified for the Securities to the extent lawful) permitted by applicable law). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period, provided that such Extension Period together with all such previous and further extensions thereof shall not exceed six consecutive quarters or premiumextend beyond the Maturity of the Securities. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, if anythe Company may select a new Extension Period, subject to the foregoing requirements. No interest shall be due and payable on demandduring an Extension Period, except at the end thereof. The Company shall give Capita Preferred Trust, Capita Preferred Funding, L.P. and the Trustee notice of its selection of such Extension Period subject to the above requirements at least one Business Day prior to the earlier of (i) the Interest Payment Date or (ii) the date Capita Preferred Trust is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Trust Preferred Securities of the record date or the date such distributions are payable, but in any event not less than one Business Day prior to such record date. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in the United States maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made at the option of the Company (i) by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject subordinated in right of payment to repurchase by the Company pursuant to an Offer Senior Indebtedness as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15Article Eleven. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve.

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on the first issuance is limited to the sum of $50,000,000 in principal amount of Securities, 296,392,000 except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, Section 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 11.07 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0813.02. The Securities shall be known and designated as the “6.00"6% Senior Notes due 2017” Convertible Junior Subordinated Debentures Due 2030" of the Company. The Their Stated Maturity of the Securities shall be June 30November 15, 20172030, and the Securities they shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the SecuritiesApplicable Rate, from May November 10, 2013 2000 or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on February 15, May 15, August 15 and November 15 in (each an "Interest Payment Date") of each year, commencing November February 15, 20132001, until the principal thereof is paid or duly provided formade available for payment, and they shall be paid to the Persons in whose name the Securities are registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the first day of the month in which the applicable Interest Payment Date (the "Regular Record Date") falls. Interest will compound quarterly and will accrue at the Applicable Rate on any overdue principalinterest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.13 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 30-day month. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on such date. If at any time (including upon the occurrence of a Tax Event) while the Property Trustee is the Holder of all the Securities, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any case, the Company will pay as additional amounts ("Additional Sums") on the Securities held by the Property Trustee, such additional amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying such taxes, duties, assessments or other governmental charges will be equal to the extent lawful) amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or premium, if any, shall be payable on demandother governmental charges been imposed. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in New York, New York maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)the time of payment is legal tender for payment of public and private debts; provided, however, that at any time that the Property Trustee is not the sole holder of the Securities, payment of interest may be made may, at the option of the Company Company, be made by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase Register or by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15wire transfer. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesXI hereof. The Securities shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased Obligations as provided in Article FourXII hereof. The Securities shall be convertible as provided in Article XIII hereof.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 105,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 303, 3.04304, 3.05305, 3.06306, 3.07307, 3.08308, 9.06906, 10.121012, 10.15 1015 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081108. The Securities shall be known and designated as the “6.00"101/8% Senior Notes due 2017” 2005" of the Company. The Stated Maturity of the Securities shall be June 301, 20172005, and the Securities shall each bear interest at the rate of 6.00101/8% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 1028, 2013 1997, or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 June 1 and November 15 December 1 in each year, commencing November 15December 1, 20131997, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in The City of New York maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 00 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust ServicesXX 10005); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Series A Securities and any Additional the Series B Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “"Securities.” " The Series A Securities rank pari passu in right of payment with the Series B Securities. The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.121012. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.151015. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s 's obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.

Title and Terms. The aggregate principal amount of Securities which Debentures that may be authenticated and delivered under this Indenture on the first issuance is limited to the sum of (a) $50,000,000 in 154,639,200 and (b) such aggregate principal amount (which may not exceed $23,195,900 aggregate principal amount) of SecuritiesDebentures, if any, as shall be purchased by the Trust pursuant to an over-allotment option in accordance with the terms and provisions of the Purchase Agreement, except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06906, 3.07, 3.08, 9.06, 10.12, 10.15 1108 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.081301. The Securities Debentures shall be known and designated as the “6.00"6 1/4% Senior Notes due 2017” Convertible Subordinated Debentures Due 2026" of the Company. The Their Stated Maturity of the Securities shall be June 30October 16, 20172026, and the Securities they shall each bear interest at the rate of 6.006 1/4% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom October 16, from May 10, 2013 1996 or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on May January 15, April 15, July 15 and November October 15 in (each year, an "Interest Payment Date") of each year commencing November January 15, 2013, 1997 until the principal thereof is paid or duly provided formade available for payment, and they shall be paid to the Person in whose name the Debenture is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the date which is 15 days prior to each Interest Payment Date (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of 6 1/4% per annum on any overdue principalinterest installment in arrears or during an extension of an interest payment period as set forth in Section 312 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed. In the event that any date on which interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any such case, the Company will pay as additional interest (to "Additional Interest") on the extent lawful) Debentures held by the Property Trustee, such amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or premiumother governmental charges will be not less than the amounts the Trust and the Property Trustee would have received had no such taxes, if anyduties, assessments or other governmental charges been imposed. The principal of and interest on the Debentures shall be payable on demand. The principal of, premium, if any, and interest on, at the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in the United States maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities Debentures shall be redeemable as provided in Article Eleven and in the Securitieshereof. The Securities Debentures shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve hereof. The Debentures shall be convertible as provided in Article Thirteen hereof.

Title and Terms. There shall be a series of Securities designated as the “6.400% Senior Notes due 2017” of the Company. Their Stated Maturity shall be August 15, 2017, and they shall bear interest at the rate of 6.400% per annum. Interest on the Securities of this series will be payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2008, until the principal thereof is made available for payment. Interest on the Securities of this series will be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name the Securities of this series (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on a Business Day, payment of interest or principal otherwise payable on such date need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the maturity date of the Securities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Seventeenth Supplemental Indenture on the first issuance is initially limited to $50,000,000 in principal amount of Securities300,000,000, except for Securities authenticated and delivered upon registration of or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Sections 3.03Section 304, 3.04305 and 306 of the Indenture and except for any Securities of this series which, 3.05pursuant to Section 303 of the Indenture, 3.06are deemed never to have been authenticated and delivered under the Indenture. Notwithstanding the foregoing, 3.07the Company may from time to time, 3.08without notice to or consent of the registered holders of the Securities issue further Securities (“Additional Securities”). The Additional Securities will rank equal with the Securities in all respects (or in all respects other than the payment of interest accruing prior to the issue date of the Additional Securities, 9.06, 10.12, 10.15 or 11.08except for the first payment of interest following the issue date of the Additional Securities). The Additional Securities may be issued under consolidated and form a single series with the Indenture in compliance with Sections 3.03 Securities and 10.08may have the same terms as to status, redemption, or otherwise, as the Securities. The Securities shall of this series will be known and designated as represented by one or more Global Securities representing the “6.00% Senior Notes due 2017” entire $300,000,000 aggregate principal amount of the Securities of this series (as such amount may be increased by the Additional Securities), and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Stated Maturity Place of the Securities shall be June 30, 2017, and the Securities shall each bear interest at the rate of 6.00% per annum, as such interest rate may be adjusted as set forth in the Securities, from May 10, 2013 or from the most recent Interest Payment Date to which interest has been paid, payable semiannually on May 15 and November 15 in each year, commencing November 15, 2013, until for the principal thereof is paid or duly provided for. Interest on any overdue principal, interest of (to the extent lawful) or and premium, if any, ) and interest on the Securities of this series shall be payable on demand. The principal of, premium, if any, and interest on, the Securities shall be payable and the Securities shall be exchangeable and transferable at an office or agency of the Company in the City of Cincinnati, State of Ohio, maintained for such purposes (purpose, which initially will shall be a corporate trust office the Corporate Trust Office of the Trustee located and at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)any other office or agency maintained by the Company for such purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities of this series are redeemable prior to maturity at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15this Seventeenth Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not be redeemable applicable to the Securities of this series. The Securities of this series are subject to defeasance at the option of the Company as provided in Article Eleven and in the Securitiesthis Seventeenth Supplemental Indenture. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four.ARTICLE FOUR

Title and Terms. The aggregate principal amount of Securities which that may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities72,165,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03, Section 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 11.08 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0813.01. The Securities shall be known and designated as the “6.00"7.16% Senior Notes due 2017” Convertible Junior Subordinated Deferrable Interest Debentures Due 2012" of the Company. The Their Stated Maturity of the Securities shall be June 30May 31, 20172012, and the Securities they shall each bear interest at the rate of 6.007.16% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom June 12, from May 10, 2013 1997 or from the most recent Interest Payment Date (as defined below) to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in arrears, on May 15 March 31, June 30, September 30 and November 15 in December 31 (each an "Interest Payment Date") of each year, commencing November 15June 30, 2013, 1997 until the principal thereof is paid or duly provided formade available for payment, and they shall be paid to the Person in whose name the Security is registered at the close of business on the regular record date for such interest installment, which shall be the close of business on the date which is one day prior to each Interest Payment Date (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of 7.16% per annum on any overdue principalinterest installment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.12 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed, will be computed on the basis of the actual number of days elapsed in such a 30-day month. In the event that any date on which interest is payable on the Securities is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Securities, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States, or any other taxing authority, then, in any case, the Company will pay as additional interest ("Additional Interest") on the Securities held by the Property Trustee, such additional amounts as shall be required so that the net amounts received and retained by the Trust and the Property Trustee after paying such taxes, duties, assessments or other governmental charges will be equal to the extent lawful) amounts the Trust and the Property Trustee would have received had no such taxes, duties, assessments or premium, if any, shall be payable on demandother governmental charges been imposed. The principal of, premium, if any, of and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in the United States maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities shall be redeemable as provided in Article Eleven and in the SecuritiesXI hereof. The Securities shall be Senior Indebtedness of the Company ranking subordinated in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourXII hereof. The Securities shall be convertible as provided in Article XIII hereof.

Title and Terms. The initial aggregate principal amount of Securities which may will be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 310,000,000 in principal amount of Securities, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 303, 3.04304, 3.05305, 3.06306, 3.07307, 3.08308, 9.06906, 10.121013, 10.15 1016 or 11.081108. Notwithstanding the foregoing, the Company may, from time to time, without notice to or the consent of the Holders of Securities, create and issue further Securities (“Additional Securities”) under this Indenture ranking equally with the Securities in all respects, subject to the limitations described in Section 1008 hereof. Such Additional Securities may will be issued under consolidated and form a single series with the Indenture in compliance Securities, vote together with Sections 3.03 the Securities and 10.08have the same terms as to status, redemption or otherwise as the Securities. The Securities shall be known and designated as the “6.008 3/4% Senior Subordinated Notes due 2017” 2011”, in the case of either Series A or Series B, of the Company. The Stated Maturity of the Securities shall be June 30December 15, 20172011, and the Securities shall each bear interest at the rate of 6.008 3/4% per annumplus Penalty Interest, as such interest rate may be adjusted as set forth in the Securitiesif any, from May December 10, 2013 2001 or from the most recent Interest Payment Date to which interest has been paid, as the case may be, payable on June 15, 2002 and semiannually thereafter on May June 15 and November 15 December 15, in each year, commencing November 15, 2013, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawful) or premium, if any, shall be payable on demand. The principal of, premium, if any, and interest onUnless otherwise specified herein, the Series A Securities shall be payable and the Series B Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, however, that payment of interest may be made at the option of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Series A Securities rank pari passu in right of payment with the Series B Securities. The principal of, premium, if any, and interest on the Securities shall be subject payable at the office or agency of the Company maintained for such purpose; provided, however, that at the option of the Company interest may be paid (i) by check mailed to repurchase addresses of the Persons entitled thereto as such addresses shall appear on the Security Register or (ii) by wire transfer in immediately available funds to an account specified (not later than one Business Day prior to the applicable Interest Payment Date) by the Company pursuant Holder thereof. If any of the Securities are held by the Depositary, payments of interest may be made by wire transfer to an Offer the Depositary. The Trustee is hereby initially designated as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15Paying Agent under this Indenture. The Securities shall be redeemable as provided in Article Eleven Eleven. The obligations of the Company pursuant to the Securities shall be guaranteed by each and every Guarantor as provided in Article Fourteen of the SecuritiesIndenture. The Securities shall be Senior Indebtedness redeemable, at the option of the Company ranking Holder, upon a Change of Control as provided in right Section 1016 of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Companythis Indenture. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article Four. The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Twelve.

Title and Terms. The initial aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities225,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06307, 3.07308, 3.08906, 9.061012, 10.121013 or 1108, 10.15 pursuant to an Exchange Offer or 11.08pursuant to Section 312. Additional The Company may also issue up to $100,000,000 aggregate principal amount of additional Securities may be issued under having identical terms and conditions to the Indenture in Initial Securities, subject to compliance with Sections 3.03 and 10.08the covenants contained herein (the "Additional Securities"). The Initial Securities shall be known and designated as the “6.00"9 1/4% Senior Notes due 2017” of 2009" and the Company. The Stated Maturity of the Exchange Securities shall be June 30known and designated as the "9 1/4% Exchange Senior Notes due 2009." Their Stated Maturity shall be May 15, 20172009, and the Securities they shall each bear interest at the rate of 6.009 1/4% per annum, as such interest rate may be adjusted as set forth in the Securities, annum from May 1017, 2013 1999, or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, payable semiannually in arrears on May 15 and November 15 in each year, commencing November 15, 20131999, until the principal thereof is paid or duly provided for. Interest on any overdue principal, interest (to the extent lawfulPerson in whose name the Security (or any predecessor Security) is registered at the close of business on the May 1 or premium, if any, shall be payable on demandNovember 1 next preceding such Interest Payment Date. The principal of, of and premium, if any, and interest on, on the Securities shall be payable payable, and the Securities shall be exchangeable and transferable transferable, at an the office or agency of the Company in The City of New York maintained for such purposes purposes, (which initially will shall be a corporate trust the office of the Trustee located at 000 Xxxx XxxxxxOne Xxxxxxx Xxxxx, Xxxxx 000000xx Xxxxx, Xxx Xxxx, Xxx Xxxx 0000000006) or, Attention: Corporate Trust Services)at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register; provided, however, that payment all payments with respect to the U.S. Global Securities, as well as Physical Securities the Holders of interest may which have given wire transfer instructions to the Trustee (or other Paying Agent) by the Regular Record Date for such payment, will be required to be made at by wire transfer of immediately available funds to the option accounts specified by the Holders thereof. Initial Securities that remain outstanding after the consummation of the Company by check mailed to addresses of the Persons entitled thereto as shown on the Security Register. For all purposes hereunder, the Initial Securities Exchange Offer and any Additional Exchange Securities issued pursuant to this Indenture in connection with the Exchange Offer will be treated as one a single class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15securities under this Indenture. The Securities shall be redeemable as provided in Article Eleven and in the Securities. The Securities shall be Senior Indebtedness of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourXI.

Title and Terms. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture on the first issuance is limited to $50,000,000 in principal amount of Securities588,926,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to Sections 3.03Section 304, 3.04305, 3.05306, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 906 or 11.08. Additional Securities may be issued under the Indenture 1108 or in compliance connection with Sections 3.03 and 10.08an Offer to Purchase pursuant to Section 1013 or 1016. The Securities shall be known and designated as the “6.00"12 1/4% Senior Discount Notes due 2017” 2009" of the Company. The Stated Maturity of the Securities shall be June 301, 2017, and the 2009. The Securities shall each bear interest at the rate of 6.0012 1/4% per annum, as such interest rate may be adjusted as set forth in the Securitiesfrom June 1, from May 10, 2013 2004 or from the most recent Interest Payment Date thereafter to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually semi-annually on May 15 June 1 and November 15 in each yearDecember 1, commencing November 15December 1, 20132004, until the principal thereof is paid or duly provided formade available for payment. Interest on any overdue principal, interest (to In the extent lawful) or case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on such overdue principal (and premium, if any), such interest shall be payable on demand and, if not so paid on demand, such interest shall itself bear interest at the rate of 12.25% per annum (to the extent that the payment of such interest shall be legally enforceable), and shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on unpaid interest shall also be payable on demand. The If this Security is issued in the form of a Global Security, payments of the principal ofof (and premium, if any) and interest on this Security shall be made in immediately available funds to the Depositary. If the Securities are issued in certificated form, the principal of and premium, if any, and interest on, on the Securities shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company maintained for such purposes (which initially will be a corporate trust office of the Trustee located in the Borough of Manhattan, The City of New York, New York, maintained for such purpose and at 000 Xxxx Xxxxxxany other office or agency maintained by the Company for such purpose; PROVIDED, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services); provided, howeverHOWEVER, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15Sections 1013 and 1016. The Securities shall be redeemable as provided in Article Eleven and in Eleven. The Securities shall not have the Securitiesbenefit of any sinking fund obligations. The Securities shall be Senior Indebtedness subject to defeasance at the option of the Company ranking in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourTwelve.

Title and Terms. The aggregate principal amount of Securities which Debentures that may be authenticated and delivered under this Indenture on the first issuance is limited to the sum of (a) $50,000,000 in 180,412,400 and (b) such aggregate principal amount (which may not exceed $27,061,900 if the over-allotment option is exercised) of SecuritiesDebentures, if any, as shall be purchased by the Trust pursuant to an over-allotment option in accordance with the terms and provisions of the Purchase Agreement, except for Securities Debentures authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities Debentures pursuant to Sections 3.03, Section 3.04, 3.05, 3.06, 3.07, 3.08, 9.06, 10.12, 10.15 11.09 or 11.08. Additional Securities may be issued under the Indenture in compliance with Sections 3.03 and 10.0813.02. The Securities Debentures shall be known and designated as the “6.00"6-5/8% Senior Notes Convertible Junior Subordinated Debentures due 2017” 2026" of the Company. The Their Stated Maturity of the Securities shall be June 30December 1, 20172026, and the Securities they shall each bear interest at the rate of 6.006.625% per annum, as such interest rate may be adjusted as set forth annum (subject to adjustment in the Securitiesevent the Shelf Registration Statement is not filed or is not declared effective within, or is not continuously effective for, the time periods specified in the Registration Agreement as provided in Exhibit A), from May 10November 26, 2013 1996 or from the most recent Interest Payment Date to which interest has been paidpaid or duly provided for, as the case may be, payable semiannually quarterly (subject to deferral as set forth herein), in 27 20 arrears, on May 15 March 1, June 1, September 1 and November 15 in December 1 (each an "Interest Payment Date") of each year, commencing November 15March 1, 20131997, until the principal thereof is paid or duly provided formade available for payment, and they shall be paid to the Person in whose name the Debenture is registered at the close of business (New York City time) on the regular record date for such interest instalment, which shall be the February 15, May 15, August 15 and November 15 next preceding such Interest Payment Date (the "Regular Record Date"). Interest will compound quarterly and will accrue at the rate of 6.625% per annum (subject to adjustment in the event the Shelf Registration Statement is not filed or is not declared effective within, or is not continuously effective for, the time periods specified in the Registration Agreement as provided in Exhibit A) on any overdue principalinterest instalment in arrears for more than one quarter or during an extension of an interest payment period as set forth in Section 3.12 hereof. The amount of interest payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. Except as provided in the following sentence, the amount of interest payable for any period shorter than a full quarterly period for which interest is computed will be computed on the basis of the actual number of days elapsed. In the event that any date on which interest is payable on the Debentures is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. If at any time while the Property Trustee is the Holder of any Debentures, the Trust or the Property Trustee is required to pay any taxes, duties, assessments or governmental charges of whatever nature (other than withholding taxes) imposed by the United States or any state thereof, or any other taxing authority, then, in any such case, the Company will pay as additional interest (to "Additional Interest") on the extent lawful) or premium, if any, Debentures held by the Property Trustee such amounts as shall be payable on demandrequired so that the net amounts received and retained by the Trust and the Property Trustee after paying any such taxes, duties, assessments or other governmental charges will be not less than the amounts the Trust and the Property Trustee would 28 21 have received had no such taxes, duties, assessments or other governmental charges been imposed. The principal of, premium, if any, and interest on, on the Securities Debentures shall be payable and at the Securities shall be exchangeable and transferable at an office or agency of the Company in the United States maintained for such purposes (which initially will be a corporate trust purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the Trustee located United States of America as at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Services)the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made at the option of the Company by check mailed to addresses the address of the Persons Person entitled thereto as shown on such address shall appear in the Security Register. For all purposes hereunder, the Initial Securities and any Additional Securities issued pursuant to this Indenture will be treated as one class and are together referred to as the “Securities.” The Securities shall be subject to repurchase by the Company pursuant to an Offer as provided in Section 10.12. Holders shall have the right to require the Company to purchase their Securities, in whole or in part, in the event of a Change of Control pursuant to Section 10.15. The Securities Debentures shall be redeemable as provided in Article Eleven and in the SecuritiesXI hereof. The Securities Debentures shall be Senior Indebtedness of the Company ranking subordinated and junior in right of payment equal to all other existing and future Senior Indebtedness of the Company and senior to all Subordinated Indebtedness of the Company. At the election of the Company, the entire Indebtedness on the Securities or certain of the Company’s obligations and covenants and certain Events of Default thereunder may be defeased as provided in Article FourXII hereof. The Debentures shall be convertible as provided in Article XIII hereof.