Common use of RECITALS OF THE COMPANY Clause in Contracts

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ to be designated the "___% Senior Notes, Series _, due 20__" (the "Series __ Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $____________ to be designated the "____% Senior Notes, Series _, due 20____" (the "Series __ ___% Senior Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ ___% Senior Notes under the Original Indenture and this _________ Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ __% Senior Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed duly authorized the execution and delivered to the Trustee an indenture dated as delivery of February 25, 2000 (the "Original Indenture"), this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness the Company’s 12 1/2% Senior Notes due 2016 (the "Senior “Notes"”) issuable as provided in this Indenture of which U.S.$200,000,000 in aggregate principal amount will be initially issued on the Closing Date. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company may issue Add On Notes as provided for herein. Pursuant to the Registration Rights Agreement (as defined herein), the form and terms Notes may become freely transferable upon the consummation of which are an exchange offer for the Notes or upon the effectiveness of a shelf registration statement with respect to be established as set forth in Section 201 and 301 the Notes. All things necessary to make this Indenture a valid agreement of the Original Indenture. Section 901 of the Original Indenture providesCompany, among other thingsin accordance with its terms, that have been done, and the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ to be designated the "___% Senior Notes, Series _, due 20__" (the "Series __ Notes"), and has done all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in hereunder and duly issued by the Original Indenture and this _________ Supplemental IndentureCompany, the valid and legally binding obligations of the Company as hereinafter provided. This Indenture will be subject to, and shall be governed by, the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of and to constitute these presents a valid govern indentures qualified under the Trust Indenture Act of 1939, as amended. For and binding supplemental indenture in consideration of the premises and agreement according to its termsthe purchase of the Notes by the Holders (as defined herein) thereof, have been done it is mutually covenanted and performedagreed, for the equal and proportionate benefit of all Holders, as follows.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 106,000,000 to be designated the "___% Senior Floating Rate Notes, Series _A, due 20__Due 2002" (the "Series __ Floating Rate Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Floating Rate Notes under the Original Indenture and this _________ First Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Floating Rate Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ First Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 350,000,000 to be designated the "___“6.20% Senior Notes, Series _H, due 20__" 2040” (the "“Series __ H Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ H Notes under the Original Indenture and this _________ Eighth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ H Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Eighth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 275,000,000 to be designated the "___“3.55% Senior Notes, Series _I, due 20__" 2022” (the "“Series __ I Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ I Notes under the Original Indenture and this _________ Ninth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ I Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Ninth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 250,000,000 to be designated the "___“5.15% Senior Notes, Series _H, due 20__" Due 2019” (the "“Series __ H Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ H Notes under the Original Indenture and this _________ Eighth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ H Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Eighth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 200,000,000 to be designated the "___6% Senior Notes, Series _B, due 20__Due 2032" (the "Series __ B Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ B Notes under the Original Indenture and this _________ Second Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ B Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Second Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 150,000,000 to be designated the "___“6.15% Senior Notes, Series _F, due 20__" 2016” (the "Series __ “6.15% Senior Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ 6.15% Senior Notes under the Original Indenture and this _________ Sixth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ 6.15% Senior Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Sixth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed duly authorized the execution and delivered to the Trustee an indenture dated as delivery of February 25, 2000 (the "Original Indenture"), this Indenture to provide for the issuance from time initially of up to time $155,000,000 aggregate principal amount of its debentures, notes or other evidences of indebtedness the Company's 131/2% Senior Notes Due 2007 (the "Senior Notes") issuable as provided in this Indenture. Pursuant to the terms of a Placement Agreement, dated June 26, 1997, between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, as placement agent (the "Placement Agreement"), the form Company has agreed to issue and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ to be designated the "___% Senior Notes, Series _, due 20__" sell 155,000 units (the "Series __ NotesUnits"), each Unit consisting of one Note and all action on the part one warrant ("Warrant") to purchase 8.167 shares of Voting Common Stock, par value $0.0001 per share, of the Company (the "Econophone Common Stock"). The Notes and the Warrants included in each Unit will become separately transferable at the close of business upon the earliest to occur of (i) the date that is 180 days following the Closing Date, (ii) the commencement of an exchange offer with respect to the Notes undertaken pursuant to the Notes Registration Rights Agreement and (iii) the effectiveness of a shelf registration statement with respect to the Notes (the "Separation Date"). The Notes will be partially secured pursuant to the terms of a Pledge Agreement (as defined herein) by Pledged Securities as provided by Article Ten of this Indenture. All things necessary to authorize the issuance make this Indenture a valid agreement of the Series __ Notes under Company, in accordance with its terms, have been done, and the Original Indenture and this _________ Supplemental Indenture Company has been duly taken. All acts and done all things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in hereunder and duly issued by the Original Indenture and this _________ Supplemental IndentureCompany, the valid and binding obligations of the Company as hereinafter provided. This Indenture is subject to, and shall be governed by, the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of and to constitute these presents a valid and binding supplemental indenture and agreement according to its termsgovern indentures qualified under the Trust Indenture Act of 1939, have been done and performedas amended.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 300,000,000 to be designated the "___5.875% Senior Notes, Series _F, due 20__2018" (the "Series __ F Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ F Notes under the Original Indenture and this _________ Sixth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ F Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Sixth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 250,000,000 to be designated the "___6.625% Senior Notes, Series _G, due 20__Due 2037" (the "Series __ G Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ G Notes under the Original Indenture and this _________ Seventh Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ G Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Seventh Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 400,000,000 to be designated the "___6.45% Senior Notes, Series _G, due 20__2019" (the "Series __ G Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ G Notes under the Original Indenture and this _________ Seventh Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ G Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Seventh Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 400,000,000 to be designated the "___“2.75% Senior Notes, Series _K, due 20__" 2026” (the "“Series __ K Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ K Notes under the Original Indenture and this _________ Eleventh Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ K Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Eleventh Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of up to $_______ 150,000,000 to be designated the "___% Senior Notes, Series _, due 20__Floating Rate Notes Due 2002" (the "Series __ Floating Rate Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Floating Rate Notes under the Original Indenture and this _________ First Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Floating Rate Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ First Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 575,000,000 to be designated the "___“4.10% Senior Notes, Series _M, due 20__" 2028” (the "“Series __ M Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ M Notes under the Original Indenture and this _________ Thirteenth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ M Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Thirteenth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 400,000,000 to be designated the "___“3.90% Senior Notes, Series _J, due 20__" 2045” (the "“Series __ J Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ J Notes under the Original Indenture and this _________ Tenth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ J Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Tenth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 150,000,000 to be designated the "___4.85% Senior Notes, Series _C, due 20__2010" (the "Series __ 4.85% Senior Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ 4.85% Senior Notes under the Original Indenture and this _________ Third Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ 4.85% Senior Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Third Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 250,000,000 to be designated the "___“4.40% Senior Notes, Series _I, due 20__" Due 2021” (the "“Series __ I Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ I Notes under the Original Indenture and this _________ Ninth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ I Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Ninth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 450,000,000 to be designated the "___“3.85% Senior Notes, Series _L, due 20__" 2048” (the "“Series __ L Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ L Notes under the Original Indenture and this _________ Twelfth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ L Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Twelfth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed duly authorized the execution and delivered to the Trustee an indenture dated as delivery of February 25, 2000 (the "Original Indenture"), this Indenture to provide for the issuance from time initially of up to time $951,463,000 aggregate principal amount at maturity of its debentures, notes or other evidences of indebtedness the Company's 13% Senior Discount Notes due 2007 (the "Senior Notes") issuable as provided in this Indenture. Pursuant to the terms of a Placement Agreement dated March 3, 1997 between the Company and Morgxx Xxxnxxx & Xo. Incorporated, as manager, for itself and the other placement agents named therein (the "Placement Agreement"), the form Company has agreed to issue and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ to be designated the "___% Senior Notes, Series _, due 20__" sell 951,463 units (the "Series __ NotesUnits"), each Unit consisting of one Note and all action on the part one warrant ("Warrant") to purchase 0.10616 shares of common stock, without par value, of the Company (the "McCax Xxxmon Stock"). The Notes and the Warrants included in each Unit will become separately transferable at the close of business upon the earlier to occur of (i) the date that is six months after the Closing Date, (ii) the commencement of an exchange offer with respect to the Notes undertaken pursuant to the Registration Rights Agreement, (iii) the effectiveness of a shelf registration statement with respect to resales of the Notes and (iv) the commencement of an Offer to Purchase (the "Separation Date"). All things necessary to authorize the issuance make this Indenture a valid agreement of the Series __ Notes under Company, in accordance with its terms, have been done, and the Original Indenture and this _________ Supplemental Indenture Company has been duly taken. All acts and done all things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in hereunder and duly issued by the Original Indenture and this _________ Supplemental IndentureCompany, the valid and binding obligations of the Company as hereinafter provided. This Indenture is subject to, and shall be governed by, the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of and to constitute these presents a valid and binding supplemental indenture and agreement according to its termsgovern indentures qualified under the Trust Indenture Act of 1939, have been done and performedas amended.

RECITALS OF THE COMPANY. The Company has heretofore executed duly authorized the execution and delivered to the Trustee an indenture dated as delivery of February 25, 2000 (the "Original Indenture"), this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness 11-1/2% Senior Euro Notes due 2009 (the "Senior NotesNOTES") issuable as provided in this Indenture. Pursuant to the terms of a Purchase Agreement dated as of March 12, 1999 (the "PURCHASE AGREEMENT") between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, as the manager for itself and the several initial purchasers named on Schedule I thereto (the "MANAGER"), the form Company has agreed to issue and terms sell an aggregate of which are to be established as set forth in Section 201 Euro 150,000,000 of Notes and 301 an aggregate of $200,000,000 of 11-1/2% Senior Dollar Notes due 2009 of the Original IndentureCompany (the "DOLLAR NOTES"). Section 901 The Notes will be issued pursuant to the provisions of an Indenture (the "INDENTURE", and together with the Dollar Notes Indenture (as defined herein), the "INDENTURES") dated as of the Original Indenture provides, among other things, that Closing Date (as defined below) between the Company and the Trustee may enter into indentures supplemental Trustee. All things necessary to the Original make this Indenture for, among other things, the purpose of establishing the form and terms a valid agreement of the Senior Notes of any series as permitted Company, in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ to be designated the "___% Senior Notesaccordance with its terms, Series _, due 20__" (the "Series __ Notes")have been done, and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ Supplemental Indenture has been duly taken. All acts and done all things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in hereunder and duly issued by the Original Indenture and this _________ Supplemental IndentureCompany, the legal, valid and binding obligations of the Company as hereinafter provided. This Indenture will, upon the effectiveness of the registration statement provided for under the Registration Rights Agreement, be subject to, and governed by, the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of and to constitute these presents a valid govern indentures qualified under the Trust Indenture Act of 1939, as amended. For and binding supplemental indenture in consideration of the premises and agreement according to its termsthe purchase of the Notes by the Holders thereof, have been done it is mutually covenanted and performedagreed, for the equal and proportionate benefit of all Holders, as follows.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 15, 2000 1999 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of up to $_______ 150,000,000 to be designated the "___% Senior Notes, Series _, due 20__Floating Rate Notes Due 2002" (the "Series __ Floating Rate Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Floating Rate Notes under the Original Indenture and this _________ Second Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Floating Rate Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Second Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has and the Original Trustee have heretofore executed and delivered to the Trustee entered into an indenture dated as of February 25August 1, 2000 1992 (herein called the "Original “Indenture"”), to provide for the issuance from time to time of its the Company’s unsecured debentures, notes or other evidences of indebtedness (herein called the "Senior Notes"“Instruments”), unlimited as to principal amount, all as provided in the form Indenture. The Company and terms of which are to be established as set forth in Section 201 and 301 of the Original Trustee have also entered into a First Supplemental Indenture dated as of October 25, 1993 and a Second Supplemental Indenture dated as of January 25, 2005, which by their terms are incorporated in the Indenture. Section 901 of the Original Indenture providesprovides that, among other thingswithout the consent of any Holders, that the Company Company, when authorized by or pursuant to a Board Resolution, and the Trustee may enter into one or more indentures supplemental to the Original Indenture forfor the purpose of, among other things, the purpose of establishing the form and or terms of the Senior Notes Instruments of any series as permitted in by Sections 201 or 301. The Company, pursuant to the foregoing authority and 301 pursuant to appropriate action of the Original Indentureits Board of Directors, proposes in and by this Third Supplemental Indenture to establish a series of senior notes as hereinafter provided. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ to be designated the "___% Senior Notes, Series _, due 20__" (the "Series __ Notes"), represents that all conditions and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ Supplemental Indenture has been duly taken. All acts and things requirements necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Third Supplemental Indenture, in the valid form and upon the terms hereof, a valid, binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to legal instrument, in accordance with its terms, and for the purposes herein expressed, have been done done, performed and performedfulfilled, and the execution and delivery hereof, in the form and upon the terms hereof, have been in all respects duly authorized.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25April 1, 2000 2002 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, (a) the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture, and (b) changing the provisions of the Original Indenture as they apply to any series created by such supplemental indenture. The Company has heretofore executed and delivered to the Trustee the following Supplemental Indenture for the purpose of creating a new series of bonds and amending the Original Indenture: Date Series Amount April 1, 2002 Series A, Due 2012 $263,000,000 The Company desires to create a an additional series of the Senior Notes in an aggregate principal amount of up to $_______ 150,000,000 to be designated the "___% Senior Notes, Series _B, due 20__Due 2008" (the "Series __ Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ Second Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Second Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 475,000,000 to be designated the "___“5.25% Senior Notes, Series _L, due 20__" 2033” (the "Series __ “Senior Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ Senior Notes under the Original Indenture and this _________ Eleventh Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Senior Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Eleventh Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to duly authorized the Trustee creation of an indenture dated as issue of February 25, 2000 Second Lien Notes Due 2008 (the "Original IndentureNotes")) in the following principal amounts: (a) $200,000,000 aggregate principal amount of Notes (such Notes, and any Notes issued in substitution therefor pursuant to provide for the issuance from time to time of its debenturesSections [306, notes 307 or other evidences of indebtedness (308 being, collectively, the "Senior Prepetition Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an (b) $942,000 aggregate principal amount of $_______ Notes (such Notes, and any Notes issued in substitution therefor pursuant to be designated Sections 306, 307 or 308 being, collectively, the "___% Senior Alvarez Notes") and (c) additional amounts of Notes (such Notes, Series _anx xxx Xotes issued in substitution therefor pursuant to Sections 306, due 20__" 307 or 308 being, collectively, the "PIK Notes") representing interest paid in kind pursuant to Sections 303(b) and (c) (the PIK Notes, together with the Alvarez Notes and the Prepetition Notes, are referred to herein as xxx "Series __ NotesXxcurities") which will be guarantied by the Guarantors (as defined below), and all action to provide therefor the Company has duly authorized the execution and delivery of this Indenture. The Securities issued and outstanding on the Effective Date will be issued initially in global form pursuant to Section 202, and authenticated by the Indenture Trustee pursuant to Section 305. This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of the Company necessary to authorize the issuance of the Series __ Notes under the Original this Indenture and this _________ Supplemental Indenture has been duly takenshall, to the extent applicable, be governed by such provisions. All acts and things necessary have been done to make the Series ___ NotesSecurities, when executed by the Company and completedand, if applicable, authenticated and delivered hereunder and duly issued by the Trustee as provided in the Original Indenture and this _________ Supplemental IndentureCompany, the valid and binding obligations of the Company and to constitute these presents make this Indenture a valid agreement of the Company and binding supplemental indenture the Guarantors, in accordance with their and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 15, 2000 1999 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of up to $_______ 200,000,000 to be designated the "___% Senior Notes, Series _, due 20__Floating Rate Notes Due 2001" (the "Series __ Floating Rate Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Floating Rate Notes under the Original Indenture and this _________ First Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Floating Rate Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ First Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 500,000,000 to be designated the "___“1.65% Senior Notes, Series _N, due 20__" 2026” (the "“Series __ N Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ N Notes under the Original Indenture and this _________ Fourteenth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ N Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Fourteenth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company has issued $150,000,000 aggregate principal amount of its Floating Rate Notes, Due 2002 pursuant to the Original Indenture and the First Supplemental Indenture, dated February 25, 2000. The Company has issued $200,000,000 aggregate principal amount of its Floating Rate Notes, Due 2005 pursuant to the Original Indenture and the Second Supplemental Indenture, dated June 26, 2002. The Company desires to create a series of the Senior Notes in an aggregate principal amount of up to $___________ to be designated the "____% Senior Notes, Series _, due 20Due ____" (the "Series __ ___% Senior Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ ___% Senior Notes under the Original Indenture and this _________ Third Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ __% Senior Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Third Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to duly authorized the Trustee creation of an indenture dated as issue of February 25, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ to be designated the "___% Senior Notes, Series _, due 20__" Notes Due 2004 (the "Series __ Notes"), of substantially the tenor and all action on the part of amount hereinafter set forth, and to provide therefor the Company necessary has duly authorized the execution and delivery of this Indenture. Pursuant to authorize the issuance terms of the Series __ Notes under the Original Indenture and this an Underwriting Agreement dated as of July _____, 1997 (the "Underwriting Agreement") between the Company and Xxxxxx Brothers Inc. and Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, as representatives (the "Representatives") for itself and the several underwriters named on Schedule I thereto , the Company has agreed to issue and sell (i) $____ Supplemental Units (the "Units"), each Unit consisting of $1,000 principal amount of the Notes and ____ warrants (the "Warrants") to purchase shares of common stock, par value $.01 per share, of the Company, issuable pursuant to the terms of a Warrant Agreement dated as of the date hereof (the "Warrant Agreement") between the Company and First Union National Bank of Virginia, as the warrant agent (the "Warrant Agent"). The Notes will be partially secured pursuant to the terms of a Pledge Agreement (as defined herein) by Government Securities as provided by Article Ten of this Indenture. This Indenture has been duly takenis subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions. All acts and things necessary have been done to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered hereunder and duly issued by the Trustee as provided in the Original Indenture and this _________ Supplemental IndentureCompany, the valid and binding obligations of the Company and to constitute these presents make this Indenture a valid agreement of the Company, in accordance with their and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed duly authorized the execution and delivered to the Trustee an indenture dated as delivery of February 25, 2000 (the "Original Indenture"), this Indenture to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness 11 1/2% Senior Dollar Notes due 2009 (the "Senior NotesNOTES") issuable as provided in this Indenture. Pursuant to the terms of a Purchase Agreement dated as of March 12, 1999 (the "PURCHASE AGREEMENT") between the Company and Xxxxxx Xxxxxxx & Co. Incorporated, as the manager for itself and the several initial purchasers named on Schedule I thereto (the "MANAGER"), the form Company has agreed to issue and terms sell an aggregate of which are to be established as set forth in Section 201 $200,000,000 of Notes and 301 an aggregate of Euro 150,000,000 of 11 1/2% Senior Euro Notes due 2009 of the Original IndentureCompany (the "EURO NOTES"). Section 901 The Notes will be issued pursuant to the provisions of an Indenture (the "INDENTURE", and together with the Euro Notes Indenture (as defined herein), the "INDENTURES") dated as of the Original Indenture provides, among other things, that Closing Date (as defined below) between the Company and the Trustee may enter into indentures supplemental Trustee. All things necessary to the Original make this Indenture for, among other things, the purpose of establishing the form and terms a valid agreement of the Senior Notes of any series as permitted Company, in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ to be designated the "___% Senior Notesaccordance with its terms, Series _, due 20__" (the "Series __ Notes")have been done, and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ Supplemental Indenture has been duly taken. All acts and done all things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in hereunder and duly issued by the Original Indenture and this _________ Supplemental IndentureCompany, the legal, valid and binding obligations of the Company as hereinafter provided. This Indenture will, upon the effectiveness of the registration statement provided for under the Registration Rights Agreement, be subject to, and governed by, the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of and to constitute these presents a valid govern indentures qualified under the Trust Indenture Act of 1939, as amended. For and binding supplemental indenture in consideration of the premises and agreement according to its termsthe purchase of the Notes by the Holders thereof, have been done it is mutually covenanted and performedagreed, for the equal and proportionate benefit of all Holders, as follows.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25September 1, 2000 2003 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, (a) the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture, and (b) changing the provisions of the Original Indenture as they apply to any series created by such supplemental indenture. The Company has heretofore executed and delivered to the Trustee the following Supplemental Indenture for the purpose of creating the following series of bonds: September 1, 2004 Senior Notes, Series B, Due 2034 $50,000,000 The Company desires to create a new series of the Senior Notes in an aggregate principal amount of up to $_______ 50,000,000 to be designated the "___% “Senior Notes, Series _C, due 20__" Due 2015” (the "Series __ “Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ Third Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Third Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "Original Indenture"), to provide Base Indenture providing for the issuance from time to time of its debentures, notes one or other evidences more series of indebtedness the Company’s senior unsecured debt securities (herein and in the "Senior Notes"Base Indenture called the “Securities”), the form forms and terms of which are to be established determined as set forth in Section Sections 201 and 301 of the Original Base Indenture. ; and Section 901 of the Original Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Base Indenture for, among other things, the purpose purposes of (a) establishing the form and or terms of the Senior Notes Securities of any series as permitted in by Sections 201 and 301 of the Original Indenture. Base Indenture and (b) adding to or changing any of the provisions to the Base Indenture in certain circumstances; The Company desires to create a series of the Securities designated as its “5.50% Senior Notes in an aggregate principal amount due 2032” pursuant to the terms of $_______ this First Supplemental Indenture. The Company has duly authorized the execution and delivery of this First Supplemental Indenture and the Notes to be designated issued from time to time, as provided for in the "___% Senior Notes, Series _, due 20__" (the "Series __ Notes"), Indenture. All things necessary have been done to make this First Supplemental Indenture a valid and all action on the part legally binding agreement of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture Company, in accordance with its terms and this _________ Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in under the Original Indenture and this _________ Supplemental Indentureduly issued by the Company, the valid and legally binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performedCompany.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 400,000,000 to be designated the "___“2.20% Senior Notes, Series _J, due 20__" 2031” (the "“Series __ J Notes"”) and the Company desires to create a series of the Senior Notes in an aggregate principal amount of $400,000,000 to be designated the “3.15% Senior Notes, Series K, due 2051“ (the “Series K Notes”, collectively “Senior Notes”), and all action on the part of the Company necessary to authorize the issuance of the Series __ J Notes and the Series K Notes under the Original Indenture and this _________ Tenth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ J Notes and the Series K Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Tenth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 350,000,000 to be designated the "___“5.30% Senior Notes, Series _P, due 20__" 2033” (the "“Series __ P Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ P Notes under the Original Indenture and this _________ Sixteenth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ P Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Sixteenth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25September 1, 2000 2003 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, (a) the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture, and (b) changing the provisions of the Original Indenture as they apply to any series created by such supplemental indenture. The Company has heretofore executed and delivered to the Trustee the following Supplemental Indenture for the purpose of creating the following series of bonds: Date Series Amount September 1, 2003 Senior Notes, Series A, $55,000,000 Due 2013 The Company desires to create a new series of the Senior Notes in an aggregate principal amount of up to $_______ 50,000,000 to be designated the "___% Senior Notes, Series _B, due 20__Due 2034" (the "Series __ Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ Second Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Second Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has and the Trustee have heretofore executed and delivered to the Trustee an indenture a certain Indenture, dated as of February 25December 1, 2000 1989 (the "Original “Indenture"”; capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture), to provide providing for the issuance from time to time of its debenturesSecurities; Section 901(5) of the Indenture provides that, notes or other evidences without the consent of indebtedness (the "Senior Notes")holders of any Securities, the form and terms of which are to be established as set forth in Section 201 and 301 Company, when authorized by a resolution of the Original Indenture. Section 901 Board of the Original Indenture providesDirectors, among other things, that the Company and the Trustee Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Original Indenture, in form satisfactory to the Trustee, to change or eliminate any of the provisions of the Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; The Company desires and has requested that the Trustee join in the execution of this First Supplemental Indenture for, among other things, for the purpose of establishing the form and terms amending certain provisions of the Senior Notes Indenture as hereinafter set forth; The execution and delivery of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ to be designated the "___% Senior Notes, Series _, due 20__" (the "Series __ Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ First Supplemental Indenture has been duly taken. authorized by a Board Resolution of the Company; and All acts conditions precedent and things requirements necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original this First Supplemental Indenture and this _________ Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and legally binding supplemental indenture and agreement according to instrument in accordance with its terms, terms have been done complied with, performed and performed.fulfilled and the execution and delivery hereof have been in all respects duly authorized;

RECITALS OF THE COMPANY. The Company has heretofore executed duly authorized the creation of and delivered to issuance of (i) the Trustee an indenture dated as of February 25, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness Company's 10% Senior Subordinated Notes due 2005 (the "Senior Subordinated Notes" or the "Initial Notes") and (ii) if and when issued in exchange for Senior Subordinated Notes as provided in the Registration Rights Agreement (as defined herein), the Company's 10% Series B Senior Subordinated Notes due 2005 (the "Exchange Notes") (collectively, the Senior Subordinated Notes and the Exchange Notes are referred to herein as the "Notes"), of substantially the form tenor and terms amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of which are to be established as set forth in Section 201 and 301 of the Original this Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ to be designated the "___% Senior Notes, Series _, due 20__" (the "Series __ Notes"), and all action on the part of the Company necessary to authorize Upon the issuance of the Series __ Notes under Exchange Notes, if any, or the Original effectiveness of the Shelf Registration Statement (as defined herein), this Indenture will be subject to, and this _________ Supplemental shall be governed by, the provisions of the Trust Indenture has been duly takenAct of 1939, as amended, that are required or deemed to be part of and to govern indentures qualified thereunder. All acts and things necessary have been done to make the Series ___ Notes, when executed and duly issued by the Company and completed, authenticated and delivered hereunder by the Trustee as provided in or the Original Indenture and this _________ Supplemental IndentureAuthenticating Agent, the valid and binding obligations of the Company and to constitute these presents make this Indenture a valid agreement of the Company in accordance with their and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company has issued $150,000,000 aggregate principal amount of its Floating Rate Notes, due 2002 pursuant to the Original Indenture and the First Supplemental Indenture, dated February 25, 2000 and $200,000,000 aggregate principal amount of its 4.50% Senior Notes, Series B, due 2005, pursuant to the Second Supplemental Indenture, dated as of June 26, 2002. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 100,000,000 to be designated the "___5.375% Senior Notes, Series _C, due 20__2015" (the "Series __ 5.375% Senior Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ 5.375% Senior Notes under the Original Indenture and this _________ Third Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ 5.375% Senior Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Third Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company has issued $150,000,000 aggregate principal amount of its Floating Rate Notes, Due 2002 pursuant to the Original Indenture and the First Supplemental Indenture, dated February 25, 2000. The Company desires to create a series of the Senior Notes in an aggregate principal amount of up to $_______ 120,000,000 to be designated the "____% Senior Notes, Series _B, due 20__Due 2012" (the "Series __ ___% Senior Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ ___% Senior Notes under the Original Indenture and this _________ Second Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ __% Senior Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Second Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company has issued $106,000,000 aggregate principal amount of its Floating Rate Notes, Due 2002 pursuant to the Original Indenture and the First Supplemental Indenture, dated November 1, 2000. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $___________ to be designated the "___% Senior Floating Rate Notes, Series B, Due _, due 20___" (the "Series __ Floating Rate Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Floating Rate Notes under the Original Indenture and this _________ Second Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Floating Rate Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Second Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 50,000,000 to be designated the "___“4.70% Senior Notes, Series _D, due 20__" 2009” (the "Series __ “4.70% Senior Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ 4.70% Senior Notes under the Original Indenture and this _________ Fourth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ 4.70% Senior Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Fourth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 650,000,000 to be designated the "___“3.25% Senior Notes, Series _O, due 20__" 2051” (the "“Series __ O Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ O Notes under the Original Indenture and this _________ Fifteenth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ O Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Fifteenth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25September 1, 2000 2003 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, (a) the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture, and (b) changing the provisions of the Original Indenture as they apply to any series created by such supplemental indenture. The Company has heretofore executed and delivered to the Trustee the following Supplemental Indenture for the purpose of creating the following series of bonds: The Company desires to create a new series of the Senior Notes in an aggregate principal amount of up to $_________ to be designated the "___% “Senior Notes, Series _C, due Due 20__" ” (the "Series __ “Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ Third Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Third Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 75,000,000 to be designated the "___“4.70% Senior Notes, Series _E, due 20__" 2011” (the "Series __ “4.70% Senior Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ 4.70% Senior Notes under the Original Indenture and this _________ Fifth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ 4.70% Senior Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Fifth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company has issued $150,000,000 aggregate principal amount of its Floating Rate Notes, Due 2002 pursuant to the Original Indenture and the First Supplemental Indenture, dated February 25, 2000. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 200,000,000 to be designated the "___4.50% Senior Notes, Series _B, due 20__Due 2005" (the "Series __ 4.50% Senior Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ 4.50% Senior Notes under the Original Indenture and this _________ Second Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ 4.50% Senior Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Second Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25September 1, 2000 2003 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture without the consent of the Holders for, among other things, (a) the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture, and (b) changing the provisions of the Original Indenture as they apply to any series created by such supplemental indenture. The Company has heretofore executed and delivered to the Trustee the following Supplemental Indentures for the purpose of creating the following series of bonds: The Company desires to create a new series of the Senior Notes in an aggregate principal amount of $_______ up to $ to be designated the "___% “Senior Notes, Series _, due 20__" Due ” (the "Series __ “Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ Supplemental supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Supplemental supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25November 1, 2000 (the "“Original Indenture"”), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "“Senior Notes"”), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ 600,000,000 to be designated the "___“5.20% Senior Notes, Series _M, due 20__" 2035” (the "Series __ “Senior Notes"”), and all action on the part of the Company necessary to authorize the issuance of the Series __ Senior Notes under the Original Indenture and this _________ Twelfth Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Senior Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Twelfth Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 2528, 2000 2001 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of up to $_______ 263,000,000 to be designated the "___% Senior Notes, Series _, due 20__Floating Rate Notes Due 2003" (the "Series __ Floating Rate Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Floating Rate Notes under the Original Indenture and this _________ First Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Floating Rate Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ First Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25September 1, 2000 2003 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, (a) the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture, and (b) changing the provisions of the Original Indenture as they apply to any series created by such supplemental indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of up to $_______ 55,000,000 to be designated the "___% Senior Notes, Series _A, due 20__Due 2013" (the "Series __ Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ First Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ First Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered the Indenture to the Trustee an indenture dated as of February 25, 2000 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, senior notes or other evidences of indebtedness (the "Notes"), said Notes to be issued in one or more series as in the Indenture provided. The Company has executed and delivered to the Trustee a First Supplemental Indenture, dated as of August 1, 1998, between the Company and the Trustee to establish the forms and terms of two series of Notes (the Indenture, as supplemented by said First Supplemental Indenture, the "Indenture, as heretofore supplemented"). Pursuant to the terms of the Indenture, the Company desires to provide for the establishment of a new series of its Notes to be known as its 4.40% Senior Unsecured Notes Due 2008 (herein called the "2003 Notes"), the form and terms substance of which are such 2003 Notes and the terms, provisions, and conditions thereof to be established as set forth as provided in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ to be designated the "___% Senior Notes, Series _, due 20__" (the "Series __ Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ Second Supplemental Indenture has been duly takenIndenture. All acts and things necessary to make this Second Supplemental Indenture a valid agreement of the Series ___ Company, and to make the 2003 Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ Supplemental IndentureTrustee, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its termsCompany, have been done and performeddone.

RECITALS OF THE COMPANY. The Company has heretofore executed duly authorized the execution and delivered to the Trustee an indenture dated as delivery of February 25, 2000 (the "Original Indenture"), this Indenture to provide for the issuance from time initially of up to time $951,463,000 aggregate principal amount at maturity of its debentures, notes or other evidences of indebtedness the Company's 13% Senior Discount Notes due 2007 (the "Senior Notes") issuable as provided in this Indenture. Pursuant to the terms of a Placement Agreement dated March 3, 1997 between the Company and Mxxxxx Sxxxxxx & Co. Incorporated, as manager, for itself and the other placement agents named therein (the "Placement Agreement"), the form Company has agreed to issue and terms of which are to be established as set forth in Section 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of $_______ to be designated the "___% Senior Notes, Series _, due 20__" sell 951,463 units (the "Series __ NotesUnits"), each Unit consisting of one Note and all action on the part one warrant ("Warrant") to purchase 0.10616 shares of common stock, without par value, of the Company (the "MxXxx Common Stock"). The Notes and the Warrants included in each Unit will become separately transferable at the close of business upon the earlier to occur of (i) the date that is six months after the Closing Date, (ii) the commencement of an exchange offer with respect to the Notes undertaken pursuant to the Registration Rights Agreement, (iii) the effectiveness of a shelf registration statement with respect to resales of the Notes and (iv) the commencement of an Offer to Purchase (the "Separation Date"). All things necessary to authorize the issuance make this Indenture a valid agreement of the Series __ Notes under Company, in accordance with its terms, have been done, and the Original Indenture and this _________ Supplemental Indenture Company has been duly taken. All acts and done all things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in hereunder and duly issued by the Original Indenture and this _________ Supplemental IndentureCompany, the valid and binding obligations of the Company as hereinafter provided. This Indenture is subject to, and shall be governed by, the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part of and to constitute these presents a valid and binding supplemental indenture and agreement according to its termsgovern indentures qualified under the Trust Indenture Act of 1939, have been done and performedas amended.

RECITALS OF THE COMPANY. The Company has heretofore executed and delivered to the Trustee an indenture dated as of February 25April 1, 2000 2002 (the "Original Indenture"), to provide for the issuance from time to time of its debentures, notes or other evidences of indebtedness (the "Senior Notes"), the form and terms of which are to be established as set forth in Section Sections 201 and 301 of the Original Indenture. Section 901 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, (a) the purpose of establishing the form and terms of the Senior Notes of any series as permitted in Sections 201 and 301 of the Original Indenture, and (b) changing the provisions of the Original Indenture as they apply to any series created by such supplemental indenture. The Company desires to create a series of the Senior Notes in an aggregate principal amount of up to $_______ 263,000,000 to be designated the "___% Senior Notes, Series _A, due 20__Due 2012" (the "Series __ Notes"), and all action on the part of the Company necessary to authorize the issuance of the Series __ Notes under the Original Indenture and this _________ First Supplemental Indenture has been duly taken. All acts and things necessary to make the Series ___ Notes, when executed by the Company and completed, authenticated and delivered by the Trustee as provided in the Original Indenture and this _________ First Supplemental Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.